


Thorn

by Klitch



Category: Mahou Shoujo Madoka Magika | Puella Magi Madoka Magica
Genre: Alternate Universe - Fantasy
Language: English
Status: Completed
Published: 2013-12-23
Updated: 2013-12-23
Packaged: 2018-01-05 15:47:01
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 5
Words: 21,688
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1095778
Author URL: https://archiveofourown.org/users/Klitch/pseuds/Klitch
Summary: <blockquote class="userstuff">
              <p>"Once upon a time there was a girl cursed with the power to grant wishes." Madoka had always heard the story of the founding of Dandelion Magic Academy, how there was a legend of a witch caged deep within the forest surrounding the school. But the school is not at all what it seems, and legends always have their roots in truth.</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

  * For [totty](https://archiveofourown.org/users/totty/gifts).



> This is my first time writing for this fandom, so I hope it turned out all right. This actually started out as a Hogwarts-style AU (you can still see bits of it in here) but then my imagination got carried away :) But I really hope you like it and sorry it's so long.

_"Once upon a time there was a girl who lived inside a cage of thorns hidden within a dark and deep forest. The cage had neither lock nor door and the bars could not be touched because of the thorns. She had been inside the cage for as long as she could remember. It was all due to her curse: the girl was cursed with the power to grant wishes."_

_"But that's not a curse! That's a great power!"_

_"It really does sound great, doesn't it? At first she thought so too. People from all over would brave the forest and come to ask her to grant their wishes and the happiness she brought them almost made her forget she was in a cage. But as soon as their wishes were granted, those people would leave the forest and she would be all alone again in her cage, and only the animals of the forest were her friends._

_"Days and months and years passed, and still the girl remained forever in her cage. She granted more and more wishes of all kinds, some beautiful and selfless but many others selfish and hateful and cruel. The more wishes she granted, the more bitter she grew._

_"' 'All these humans!' she thought. 'All they think about is themselves and the things they desire. None of them care about me at all, except in what I can do for them.' Darkness planted itself in her heart then, and the girl became a witch._

_"Now that she was a witch, the wishes she granted changed. Even the most innocent and true of wishes became twisted and ugly, bringing down nothing but horrible misfortune on the wisher. The more cruel wishes she granted the more power she consumed, becoming an even more terrible witch. Soon it came to pass that if she granted only a few more wishes she would have gathered enough power to finally break her cage._

_"In desperation, the suffering people turned to the brave Mages of the Circle for aid. Gathering all their power, the Mages managed to subdue the witch, binding her in thorns and darkness, burying her and her seeds of hatred deep within the ground where they would never see light of day again. And overlooking that very spot the Mages of the Circle built a school and named it after a dandelion flower, a flower that can grant wishes when all its seeds are blown off. And that's how Mama's school was built....Madoka, why are you crying?"_

_"B-because it's sad! It's sad!"_

_"Sad? Why do you feel sad?"_

_"Because the girl never got out of the cage! She was so sad and lonely, and then she...she got buried away where she's probably even more sad and lonely!"_

_"....Hmm, I think you're right. It is a sad story, isn't it? You're really a good girl, Madoka."_

\--

Madoka stood nervously in the center of the train station as people swarmed carelessly around her. Her hands were clenched nervously around her wand, a thin branch of wood with small white flowers dangling down sadly from the sides and a pink ribbon tied at the base. A boy bumped into her roughly as he ran towards the train, his wand ringed in bright blue blossoms, and Madoka hunched her shoulders again.

It wasn’t that she wasn’t excited to go to Dandelion. She was, she _definitely_ was, it was Mama’s former school after all, and a prestigious one, and besides Sayaka and Kyoko and Hitomi had all made it in too so she knew she would have friends. But it didn’t make her feel any less nervous. She had hoped the ribbons on her wand and in her hair would make her feel more confident (”You look like such a fine woman today, Madoka!” Mama had told her proudly when she’d finished getting dressed, and she’d felt at that moment like she really did belong at Dandelion), but that confidence was waning every second she stood there watching people with stronger and more vibrant flowers walk past her onto the train.

The train itself wasn’t helping, either. It was nothing like Mama had said. _“It’s different every time, Madoka,”_ she’d explained eagerly. _“My first year, the walls were made of these thick oak panels like the trunks of miniature trees and there were these little white flowers blooming all over them. It smelled so nice when I stepped on, it was like entering a different world. Second year was the 2,000 year anniversary of the school’s founding and the train was completely covered in bright blooming flowers, red roses and yellow carnations and tulips and daisies and the largest sunflowers you would ever see all over the roof, even bigger than the sunflowers on Mama’s wand. It smelled so fragrant, my best friend had horrible allergies the entire ride to school.”_

Madoka hadn’t been sure what to expect — flowers or trees or a roof made of big oak leaves and maybe she’d been secretly hoping for something like a strawberry bush or a cocoa tree that you could pick snacks off of, like in childrens’ stories — but it hadn’t been this train in front of her. The body of the train was made up of spindly black branches entwined together like a hundred bramble bushes and there were wicked-looking thorns jutting out from beneath the open windows. The only flowers were small shriveled red ones of a kind Madoka had never seen before that looked somehow weak and sickly against the black of the train.

_Maybe it’s like a fairytale,_ Madoka thought with forced cheer. _Like there’s a princess inside and once I find her I can wake her up from her sleep._ She took a slow step towards the train. _Or maybe I’m the princess?_

Someone touched her shoulder and she nearly jumped. A station attendant was staring down at her, face hidden by a black veil and body shrouded in thick dark robes. There was a red poppy tucked into its front pocket, the only color on its entire body. 

“Y-yes…?” Madoka ventured nervously, and the attendant indicated that she should board the train. Madoka was suddenly aware that she was the only one still standing on the platform. “O-oh, right! I’m sorry. Thank you.” She bowed hurriedly and stepped onto the train. It dipped slightly as she stepped on and then the door shut behind her with a loud creaking sound like a tree falling in a forest.

The inside of the train was eerily quiet. Madoka walked slowly down the aisle way passed closed doors, thorny branches entwined over their doorknobs to discourage entry. It felt strange, like she was in some kind of dream. She tried to peer into one of the windows along the doorways but they were tinted black and she couldn’t see anything at all inside.

“S-Sayaka-chan…?” Madoka tried calling her friend’s name. Sayaka had definitely said she would be here. She’d gotten her Dandelion acceptance letter two whole weeks before Madoka had received hers and had spent a good portion of those weeks reassuring Madoka that she certainly had the talent and guts to be part of Dandelion, just you wait and see. “Kyoko-chan? Hitomi-chan?” She was certain they would answer if they heard her, so Madoka kept walking.

She passed an open door at last and stopped, taking a step backwards to look inside. The inside of the train car was surprisingly normal looking, with velvety red cushions on either side. There was only one occupant of the car: a girl sitting ramrod-straight on the left-most cushion, her long black hair a perfect match to her dark eyes and the lovely purple anemone blossoms entwining her wand.

“Hello.” Madoka stepped forward into the car and the girl turned to look at her. Her gaze was steady and cool, but there seemed to be something almost resigned in her gaze. “Are you all alone here?”

“Yes.” The girl’s reply was short and clipped, and she immediately looked away.

“O-oh.” Madoka paused and then rallied. “I was looking for my friends, but I think I’ve already gotten lost. This train is really big, isn’t it?”

“I suppose.” The girl still didn’t smile or look at her, but Madoka felt certain she was listening. She couldn’t help but feel like there was something familiar about this girl and it made her feel a little less nervous than she had been before.

“I’m Kaname Madoka. Nice to meet you.” Madoka gave the girl her best smile and held out a hand. “Are you a first year too?”

“Yes.” The girl seemed to consider something for a moment before taking Madoka’s hand. “Akemi Homura.”

“Akemi…san?”

“…You can call me Homura.” There was something in her tone that made Madoka feel as if she’d maybe done something wrong, and it bothered her that she didn’t know what.

“Homura…chan, then?” Madoka took another step forward. “Is it…is it okay if I sit with you? I can’t seem to find my friends and a long ride is better with company, right?”

“If you want.” Homura still didn’t look at her and she seemed strangely tense, but Madoka didn’t feel any hostility from her.

“Did you come from a school around here?” Madoka asked. “I just graduated from the Mitakihara Magical Academy for Elementary Mages. I applied to a few other schools for junior grade, but I never thought I’d make it into Dandelion.”

“Why not?” Homura was looking at her straight on now, and the gaze made her feel nervous again.

“W-well, I’m not really that good of a mage,” Madoka admitted, fiddling nervously with the ribbon on her wand. “I try really hard and I even study, but I was never able to get better than Petal Grade in Elementary Academy. Oh, but I did win a cooking contest once! My mama taught me how to make this really good flan using a cooking spell. It actually tasted really great, I was proud of it. I don’t know how much good cooking will do at Dandelion, though. And my flowers aren’t really anything special. When I was little I always liked to look at Mama’s wand because it had such a big pretty sunflower on it, but it looks like all I am is a little white daisy.”

“It’s pretty,” Homura said. Her voice was filled with utter certainty and it made Madoka stiffen in surprise. “I think your flower is pretty. You shouldn’t sell short what a daisy can do.”

“T-thank you very much,” Madoka said, her face feeling a little hot. “It’s—it’s really not much of a flower, though. I wish I had a pretty colorful flower like you, Homura-chan.”

“It’s nothing to be proud of,” Homura said dismissively, looking down at her wand with dark fathomless eyes. “Madoka. You should be happy with the flower you bear. Wishing for something that you think you really want will only lead to losing the thing you have.”

“Homura-chan…” Madoka felt as if there was something hovering on the edge of her mind, something she could swear she’d remember if only she sat there staring at Homura for a moment more.

“Ah! There you are!” The door slid open suddenly and the spell was broken. Madoka looked up to see another girl standing in the doorway.

“Sayaka-chan!” Madoka immediately got up and threw her arms around her friend. “I thought maybe you were in another train!”

“Dummy, there’s only one train to Dandelion,” Sayaka said with a smile, ruffling Madoka’s hair. “Wow, I barely even recognized you with the fancy ribbons in your hair. Madoka, you’re growing into a fancy lady when no one’s looking!”

“A-are they too much? I was worried the color might be--”

“It’s fine, it’s fine!” Sayaka assured her. “Come on, Kyoko and Hitomi and I have been waiting for you _forever_ , good thing I went looking for you. We’re a few cars down.”

“Oh!” Madoka pulled away and took a step back. “Homura-chan, this is my friend Sayaka-chan. Why don’t you come to the other car with us? We can all get to know each other.”

“I’m fine,” Homura said coolly, unmoved. “I’ll stay here.”

“Oh.” Madoka deflated a little. “Are you sure? We’re going to be classmates soon, so…”

“It’s all right,” Homura assured her. “I’m fine here. You can go.”

“All…all right.” Madoka felt a bit disappointed and wasn’t sure why. “But-but if you get lonely, feel free to come join us, all right?” Homura didn’t reply and Sayaka grabbed Madoka’s arm.

“Come on, let’s go! The train’s gonna start moving any minute, you know.”

“Right.” Madoka nodded. “W-well, goodbye, Homura-chan. I’ll see you at school, okay?”

Homura didn’t acknowledge her in the least and Sayaka dragged her away down the aisle.

“Who was that weirdo?” Sayaka wondered. “She didn’t seem very friendly.”

“She was nice to me, before,” Madoka said. “I’m sure Homura-chan is a good person, she’s just…not very talkative, I guess. I hope she won’t be lonely by herself…”

“Don’t worry about her,” Sayaka said. “Come on, the others are waiting. Hey, have you seen anyone else from our school here?” 

“No, I didn’t really see anyone at all,” Madoka said. Now that she thought about it, there had only been a handful of people with her on the train platform. The train itself seemed oddly empty as well — peering into one of the few open doors as they walked past Madoka saw a single girl sitting on a bench, calmly sewing a torn doll while a wand wrapped by a single carnation dangled from her pocket. It seemed like every open door they passed had no more than one than one or two occupants, or even none at all.

“Kyoko said she saw Kamijou-kun getting on the train,” Sayaka said, sounding purposefully nonchalant. “You remember, from the Buds class? He did that performance concert last year with the enchanted reeds. It was the coolest thing I’d ever seen anyone do with magic!”

“You really like Kamijou-kun, huh, Sayaka-chan?” Madoka said happily.

“W-what?” Sayaka waved her hands wildly. “Ah, no, no, not like that! I mean, I just…it just made me really happy, that’s all.” Sayaka smiled quietly. “It’s just, I think that was the first time I thought magic was really beautiful, you know?”

“Right.” Madoka smiled at her and Sayaka wrapped her arms around Madoka’s shoulders.

“Don’t think that just because I said that I’ve forgotten about you, you know!” Sayaka laughed. “You don’t get away that easily! Ah, wait, we’re here.” Sayaka let go of Madoka and slid open the door to the nearest train car.

“About time you got here, slowpokes.” 

“I’m not slow, Kyoko!” Sayaka immediately defended herself, plopping down on the cushion next to Kyoko. “I had to find Madoka.”

“I’m sorry, I couldn’t find anyone.” Madoka settled herself next to Hitomi on the opposite seat. “The train’s really big, huh?”

“It’s very lovely, though, isn’t it?” Hitomi said, touching one hand against the walls. Thorny branches seemed to wrap around her hands for a moment and Madoka’s eyes widened. Hitomi caught her look and pulled her hand away, looking curious. “Is something wrong?”

“N-no,” Madoka said quickly. “I just…I thought it was a little scary, actually.” She rubbed the back of her head. “It made me feel really nervous getting on.”

“Scary?” Sayaka and Kyoko exchanged glanced and shrugged.

“I don’t think a train covered in flowers can be that scary,” Kyoko stated, pulling an apple out of her backpack and taking a bite. “You’re a weird person sometimes, Madoka.”

“Flowers?” Madoka repeated curiously. “But…aren’t they more like thorns?”

No one seemed to have heard her and she leaned back tiredly against the cushion, eyes straying to the window. Scenery was flashing past, small towns and buildings and a shining sea in the distance. She could hear the others talking around her but it seemed fuzzy, like an old radio with poor frequency.

Suddenly the lights went out and the train car was submerged in darkness.

Madoka sat straight up with a gasp. The sky outside had gone dim, as if night had fallen over the land like a blanket, and in place of the wide open countryside she could see nothing but a forest made all of twisted gray trunks and thorn apples like drops of blood against their branches. 

“What..what’s…?” Madoka looked at the others but somehow she couldn’t seem to see anyone in the darkness. With a shaking hand she raised her wand, her mind forming an image of the circle that summoned a light spell, the simplest spell of all and the first anyone learned. Nothing happened and Madoka felt a chill run up her spine.

“S-Sayaka-chan?” she ventured nervously. “Kyoko-chan? Hitomi-chan!”

No one answered her and she found her gaze pulled to the window again, as if someone was forcing her to stare into it. Forest flashed past her eyes and she saw a brief movement of something in the branches, flashes of white and red, and suddenly the trees seemed to bend backwards, almost bowing down, and there was a cold gray clearing in front of her ringed by brambles and thorns. In the center of the clearing was a cage made all of thorns. Something pulsed inside and Madoka felt the sudden urge to run but she couldn’t move, couldn’t do anything but stare helplessly as the cage began to unfold like a flower to reveal the thing inside.

A small black seed shone darkly in the center of the cage.

“Hey, Madoka!” Sayaka’s voice made her jump and then the lights were on again and she was back in the train car surrounded by her friends, who were looking at her with various mixes of confusion and worry.

“S-Sayaka-chan?” Madoka breathed apprehensively.

“Yeah?” Sayaka cocked her head. “You look pale. You okay, Madoka?”

“Didn’t—didn’t any of you see that, outside?”

“See what?” Sayaka glanced back at Kyoko, who shook her head. Hitomi leaned over and put a hand on Madoka’s shoulder.

“I think you dozed off,” Hitomi said kindly. “You looked like you were having a bad dream. Do you feel all right?”

“I was…dreaming?” Madoka glanced back out the window. The sun was shining brightly outside and they had stopped at the foot of a gorgeous castle made of white brick and covered in vines and roses.

—Vines and roses or maybe just black thorns and dead flowers, but her vision blurred and then everything was normal again. Madoka took a shaky breath and nervously clutched at her wand.

“You slept almost the whole way,” Kyoko told her. “Didn’t get any sleep last night?”

“Well I was a little nervous, but...did I really sleep the whole way?”

“Like a rock,” Kyoko told her and Madoka gave a sheepish laugh.

“Well, let’s go already,” Sayaka said. “We don’t want to be the last ones out, right?”

Sayaka led the way off the train with Kyoko close on her heels. Hitomi patted Madoka’s hand and followed and after a moment Madoka came last, staring around at her surroundings worriedly. In the midst of the crowd she spotted Homura and gave the other girl a small wave. Homura didn’t even seem to notice her, staring fixedly at something back the way they’d come.

Madoka glanced back, but all she could see behind them was a stretch of green forest and blue sky.

“First years, this way! Hurry, keep up!” Something white and fluffy swept past her legs and Madoka jumped back in surprise. A small white animal with long ears and a fluffy tail looked up at her, red eyes unblinking and mouth unmoving, though she could hear its voice clearly. “You should hurry and stay with the others. You don’t want to get lost!”

“R-right.” Madoka wasn’t quite sure how to react, so she gave a quick polite bow and hurried after where Sayaka and the others had gone. She could see more white animals dispersed through the crowd, some even sitting on the shoulders of upperclassmen as they gave orders. 

_That’s odd,_ Madoka thought as she began to ascend a winding staircase that led to a small red door on one side of the castle. _Weren’t there more people on the train before?_

“Madoka, come on, we’re gonna leave you behind again!” Sayaka’s voice floated down to her and she quickly shook off the thoughts and ran to catch up.

“C-coming!”

By the time she caught up with the others they had already gone through the door and were lining up haphazardly in the room immediately inside, herded into place by more of the cute white animals. The room was covered in picture frames but every picture had a heavy black veil pulled over it and Madoka couldn’t see what any of them looked like.

“What took so long, slowpoke?” Sayaka teased as she came hurrying up to join them.

“I’m sorry, I got distracted,” Madoka admitted. “What’s going on?”

“They’re going to give us our dorm assignments,” Kyoko said. She was near the front of the line and leaning out the open doorway just ahead of them. “Look, look! Everyone’s out there already. Hey, are they really going to do this in front of everyone?”

“Do what?”

“Assign us,” Kyoko said, as if it was the most obvious thing in the world.

“Oh dear. I thought there would maybe be a test of some sort,” Hitomi said worriedly.

“A test?” Madoka blanched slightly and Sayaka patted her shoulder.

“Nope, doesn’t look like a test,” she said. “Unless we’re supposed to do something with that jewel out there?”

“Jewel?” Madoka moved up to join Kyoko in looking through the door.

The door led out to a stage overlooking a wide dining hall. Upperclassmen were already taking their seats at the long tables and there were different flower vases in front of each table. Sitting in the center of the stage was a raised pedestal with a clear gem encased in gold sitting on a pillow atop it.

“You just need to touch the jewel, that’s all.” One of the white creatures was by her feet, its tail wrapping around her legs. Madoka bent down and picked it up. It was soft and fluffy and it didn’t seem to mind her holding it.

“So who are you?” Madoka asked kindly. 

“We’re Kyuubey,” the white animal said, expression never changing. “We are the Headmistress’s familiars!”

“Put that down.” Homura’s voice made her start and Madoka reflexively clutched the Kyuubey closer. 

“Oh?” The Kyuubey in her hands made an interested sound, leaning closer to look at Homura. She stared coolly back and there was something burning behind her eyes that made Madoka suddenly nervous. The Kyuubey wriggled out of her arms and landed easily on its feet, trotting away.

“Is it bad to pick them up?” Madoka asked Homura. She looked at Madoka with an unreadable expression.

“Just keep away from those things,” Homura said after a moment. “You don’t have any need for those.”

With that she walked away, disappearing into the crowd.

“What’s with her?” Sayaka came up behind her.

“One of your friends?” Kyoko added.

“I met her on the train,” Madoka said, still staring after Homura. 

“She’s weird,” Sayaka stated. “You should stay away from her, Madoka.”

“But…” Madoka was cut off as one of the Kyuubeys began indicating for the first student in line to go out on stage. 

“Oh, hey, it’s starting!” Kyoko grabbed Sayaka and Madoka by the arms and dragged them towards the front of the line, so they could see.

The first student stepped out on stage, walking over to where the gem sat. She reached for the gem and held it in her palm.

The gem suddenly glowed blue, and the students sitting at one table with a blue iris at the head began to clap politely. A Kyuubey on the stage indicated for the student to go join that table and she set the gem back down and descended the stairs. Once out of the student’s hand, the gem went dull and colorless once more.

“Huh,” Sayaka said after a moment. “That’s all?”

“I guess so,” Madoka said. She started to add something more when she realized the next student out was Homura.

Unlike the previous student, who had been clearly nervous and unsure, Homura strode across the stage as if she had done it hundreds of times before. She picked up the gem without a hint of worry or self-consciousness, though Madoka thought there seemed to be something tight in her expression as the gem glowed a soft pink lined with red. She didn’t even look at the Kyuubey who tried to direct her, unceremoniously dumping the gem back onto the stand as she descended the stairs and went to her table. An upperclassman with blond curls reached out warmly to welcome her and Homura seemed to pause for only the slightest of moments before she breezed past and took a seat at the far end of the table away from all the others.

“Who does she think she is, anyway?” Sayaka huffed quietly.

“Keep the line moving please.” A Kyuubey wandered by their feet, tail pushing against Madoka’s knees. She stumbled forward and suddenly found herself standing at the edge of the stage.

“I..I guess I’m next?” Madoka looked down at the Kyuubey, who stared impassively back. She glanced backwards, where Sayaka and Kyoko were making shooing motions. Hitomi gave her an apologetic smile and did the same.

Madoka nervously took a few steps forward. She glanced out at the dining hall and froze for a moment. It was as if she could see a twisted cage of thorns like a giant hand bearing down on the entire room, coating it in shadows. She took a step backward and then it was gone, leaving only a cheerily lit room full of students staring expectantly up at her. Madoka swallowed hard and reached for the gem.

For a moment she thought she could hear someone crying and then the gem glowed pink and red.

“You’ll be in the Protea dorm,” the Kyuubey on stage told her. Madoka jumped slightly, she hadn’t even noticed it was there. Her hand shook slightly as she set the gem down and then she carefully descended the stairs.

“Welcome to our dorm.” The blonde girl who had greeted Homura stood to meet her as she stepped over to the table. “I’m Tomoe Mami, in second year. Please feel free to come to me if you have any problems.”

“Kaname Madoka.” Madoka took Mami’s outstretched hand. “Nice to meet you, Tomoe-san. Please take good care of me.”

“I hope you’ll feel at home here,” Mami said. “I know the assignment can make you feel nervous, but it isn’t so bad. Feel free to sit wherever you’d like.”

Madoka nodded and glanced quickly at Homura. Homura wasn’t looking at her and was instead simply sitting straight in her seat, staring at nothing. Madoka took a moment to gather herself and then moved to sit beside her.

“Nice to meet you again, Homura-chan,” she said kindly as she sat down. “It looks like we’re in the same dorm.”

“…Yes.” Homura seemed to have only just noticed her. 

“I hope we can be good friends,” Madoka said with a smile. Homura seemed to bite her lip for a moment and Madoka wondered if she had said something wrong.

A commotion near the head of the table caught her attention and she turned just in time to see Sayaka jumping down the steps and coming towards them.

“Madoka!” Sayaka hopped onto the seat next to Madoka and grabbed her hand. “Hey, we made it into the same dorm!”

“Y-yeah.” Madoka smiled and glanced back at Homura, but the other girl had already turned away.

—

“It’s too bad Hitomi ended up in Jasmine dorm,” Sayaka said as she dangled her feet over the edge of the bed. 

“She looked happy, though,” Madoka said, carefully taking her clothes out of her pack and beginning to place them in the chest of drawers against the wall.

“Kamijou-kun ended up there too,” Sayaka added, looking thoughtful. A pillow hit her face with a ‘whump’ and she sat up, glaring up at a snickering Kyoko sitting on the bunk above her. “Hey, what was that for!”

“Nothing,” Kyoko said with a grin. “Who cares where those two end up, anyway? We’ve got a great dorm. Mami was telling me they scored highest in the year end exhibition last year.”

“That’s right, you were acting all close with Mami-san,” Sayaka said, leaning forward. “Do you know her?”

“She went to my school before I transferred,” Kyoko said. “She’s pretty cool. She knows a lot of neat spells. I bet she’ll teach us if we ask. She’s got this one that makes a really tasty cake…”

“Cake?” Madoka looked up at that and both Sayaka and Kyoko laughed.

_“Anyway,_ we’ve clearly got the best place around here,” Kyoko said, lying down on her stomach and leaning over the side of the bed, sending a candy wrapper fluttering down at Sayaka. “We got a way better flower than some of the other houses.”

“Right, you said you had a book.” Sayaka climbed up onto the top bunk to sit beside Kyoko while Madoka hovered nervously beneath them, standing on her tiptoes to try and see. Kyoko rummaged through the mess already all over her bed and triumphantly pulled out a slim book with a soft leather cover.

“Mami let me borrow it,” she said, opening the pages. “It’s full of flower stuff. See, the King Protea flower symbolizes bravery. Way better than stupid Jasmine.”

“I don’t think the flower meaning really has much to do with what dorm we end up in, though,” Madoka ventured nervously. “My mama said it’s all based on something with what responds well to your magic…”

“Well, I don’t think it’s a bad flower to have as our symbol, though,” Sayaka said. She glanced over to the far corner of the room. “I don’t know what kind of flower she’d end up with though. Maybe she got here by process of elimination?”

“Sayaka-chan!” Madoka said sharply. She glanced nervously backward.

“Well, she’s not being very friendly,” Sayaka defended herself. “We have the whole first year dorm to ourselves and where does she go? All the way over there by herself. She didn’t even say hi to Mami-san!”

“Y-yeah, but…” Madoka trailed off. A thought occurred to her and she found her gaze drawn to the window, staring out at the darkened forest that surrounded the Academy. “Isn’t…isn’t it sort of strange, that this dorm is so big but we’re the only students?”

“Eh, it’s probably just a small class this year,” Kyoko said dismissively. “There are only two second years too, remember?”

“There are?” Madoka repeated curiously. “Weren’t there more people at the table?”

“I didn’t count,” Kyoko said with a shrug. “It doesn’t seem weird to me, though.”

Madoka nodded and took a step towards the window without meaning to.

“The forest looks kinda creepy from here, doesn’t it?” Sayaka said, resting her chin on her hands. “I wonder what’s up with it.”

“We’re not allowed to go there anyway,” Kyoko said. “That’s kinda dumb, I think. Are we supposed to hang out inside for the whole year?”

“We can’t go out there?” Madoka said, tearing her gaze away.

“Didn’t you hear what the headmistress said?” Kyoko asked, shaking her head. “Your head must’ve really been in the clouds, Madoka.”

“M-maybe…” Madoka laughed sheepishly. “I don’t really remember the headmistress saying anything at all. Just the Kyuubeys…”

“Those are sort of weird, aren’t they?” Sayaka said.

“I think they’re kind of cute,” Madoka admitted and thought she saw the figure hunched on the bed in the far corner of the room freeze.

“If they weren’t everywhere, maybe,” Sayaka said. “I ran into one when I was going to the _bathroom._ It told me to have a good night’s sleep and to be sure I didn’t go out after lights out.”

“It’s like we’re little kids again,” Kyoko grumbled. 

“I kinda wanted to check out the forest, too,” Sayaka said. “Hey, you know the story of the witch, right?”

“You really believe that kid’s stuff, Sayaka?” Kyoko teased.

“I-I don’t!” Sayaka said quickly. “I just…thought it would be neat to look, that’s all.”

“Right,” Kyoko said with a smirk and Sayaka glared at her and grabbed for the flower book.

“A-anyway, what else is in this book?” She flipped idly through a few pages. “Come on, Madoka, you can come up here to. There’s room for three.”

Madoka paused, looking back towards the far corner.

“I think I’ll go ask Homura-chan if she wants to join us,” she said after a moment. Sayaka groaned.

“Come _on,_ Madoka, she obviously doesn’t want to spend any time with us.”

“Just let me ask, okay?” Madoka said. Sayaka groaned again and fell back against the bed. Madoka ducked her head and made her way to the far side of the room.

Homura had not even bothered to unpack her things and was sitting on the edge of the bed with her wand in her hands, staring down at it with a flat expression. She looked up slightly as Madoka approached.

“Homura-chan.” Madoka willed herself to smile despite her sudden nervousness. 

“Madoka.”

“A-are you all right over here?” Madoka pressed forward. “You can take a bed next to me and Sayaka-chan and Kyoko-chan if you want. We should all be friends, since we’ll be sharing a dorm this year.”

“Year,” Homura repeated under her breath, so quietly Madoka wasn’t sure she’d heard it. Homura looked up at her. “This is fine.”

“Oh.” Madoka paused and then rallied. “Are you sure? It seems like it’d be really lonely over here.”

“It’s fine,” Homura said, looking away from her. 

“Did you want to come join us for now, at least?” Madoka asked. “Kyoko-chan has a book on flowers and we were all reading it together. She was saying how our dorm flower means bravery but I think that’s kind of strange, since I’m afraid I’m not very brave…” She laughed nervously and then stopped when she realized Homura was staring oddly at her. Homura seemed to start in surprise for a just a moment before turning her gaze to the far wall again.

“No thank you. I was just about to go to bed.”

“Oh! Okay. You’re right, it was a long trip today on the train, we should probably all go to bed, huh?” Madoka said. Homura didn’t answer but somehow Madoka didn’t really feel as if she was being rejected. She felt almost as if there was something Homura wanted to say but was holding it in for some reason. “Well, then…good night, Homura-chan.” She took a step back. “Um, Homura-chan….I know this is a little weird, since we only just met on the train, but…but I’m really glad we’re in the same dorm. I really do want to be good friends with you, Homura-chan.”

Homura didn’t answer and Madoka looked away quickly, feeling awkward.

“W-well, good night.” Madoka turned to walk back to where Sayaka and Kyoko were waiting when she heard Homura’s quiet voice behind her.

“You’re wrong.”

“Huh?” Madoka looked back. Homura was still staring at the wall, but her voice was full of conviction.

“You’re wrong. About our dorm’s flower not being a fit for you. You’re much braver than you think you are, Madoka. You’re just fine like you are. You shouldn’t think badly of yourself.”

“Homura-chan…” Madoka smiled. “Thank you, Homura-chan. I’ll see you in the morning, okay?”

Homura seemed about to say something else but apparently thought better of it and turned away. Madoka smiled softly at her and then went to rejoin Sayaka and Kyoko.

It was strange, but somehow she felt a little better now.


	2. Chapter 2

“Which one is anika root?” Madoka murmured desperately, staring at the three nearly identical vials in front of her.

“It’s argas root,” Sayaka hissed quietly to her, not taking her eyes off her own cauldron. “Anika _leaves.”_

“O-oh!” Madoka blushed and fumbled for the correct ingredient.

“I thought you liked potions,” Sayaka said, shaking her head. 

“I’m not really that good with them, though,” Madoka said, picking up a small packet of herbs off the table and crumbling them into the cauldron, hoping desperately that the concoction inside would start looking more like a potion and less like swamp sludge. “Just the ones we did in primary class, where we made pudding out of them.”

“It’s not so hard,” Kyoko said from one seat over. Her cauldron was bubbling brightly and had a tinge of red to it. She smirked and idly tossed a handful of something into the cauldron. A ring of red smoke rose from the inside.

“We’re not supposed to put in the tarragon yet!” Sayaka said.

“Yeah, but it’s easier if you put it in now. Ah!” Kyoko gave a small squawk of annoyance as half the peppermint stick she’d been chewing on fell straight into the cauldron. It began to bubble more roughly and Sayaka nudged her cauldron a little farther away from Kyoko’s.

“And meanwhile Little Miss Perfect keeps getting all the praise,” Sayaka muttered, eyes going to the one other student in the room. Homura was leaning over a cauldron that glowed a soft, calm purple as she stirred it with a deft hand, all the while looking as if she wasn’t even really thinking about it. Madoka looked down at her own mess of a cauldron and sighed.

“A perfect potion, Akemi Homura.” One of the Kyuubeys that was wandering around the room hopped up next to Homura’s desk, staring into her cauldron. Their teacher continued to sit silently in front of the class, saying nothing and paying little attention to any of them.

That was one of the things Madoka had found most uncomfortable so far at Dandelion. The headmistress as well as all the teachers were strange, walking around swathed all in black robes with veils over their heads and impassive masks over their faces. So far she had yet to hear a single one speak: all instruction, praise, warnings or any other form of communication was conveyed through the Kyuubeys, whose presence was a constant all around the academy.

Strangest of all, though, was that only Madoka seemed to find anything odd about all of it. When she’d brought up the matter with Sayaka and Kyoko they’d both looked at her as if she’d said something outrageous and then she’d felt too uncomfortable to bring it up again.

Homura ignored the Kyuubey’s praise and kept methodically stirring her cauldron. Somehow, though her expression didn’t change, Madoka had the feeling that Homura would like to toss the Kyuubey into the cauldron along with her ingredients.

“What about you, Kaname Madoka?” Another Kyuubey hopped up beside her and Madoka jumped slightly.

“A-ah, well…” Madoka said nervously, trying to block the contents of her cauldron from view. Kyuubey stared fixedly at her and Madoka wilted. “I’m sorry.”

“You’re not finished yet!” Kyuubey said encouragingly. “Keep trying, Madoka.” It clambered off to go look at Sayaka’s cauldron and Madoka relaxed a little.

“Keep trying,” she said quietly to herself. The concoction in her cauldron made a glopping noise and she sighed again. Well, there might be a way to salvage it a little, at least. Madoka reached for a pink bottle on her table and pulled out the stopper, slowly angling it over her cauldron, trying to coax out a few drops.

A shadow fell over her and she froze. Above her there were thorns all twisted across the ceiling, sickly poison apples hanging down and she could swear that held trapped beneath it all there was the stark white flash of human bones…

“Madoka!” Sayaka’s yell made her start, jolting her out of her trance. The ceiling was suddenly normal cream-colored stone again, and pink liquid was dripping into her rapidly overflowing cauldron.

“Oh-oh no!” Madoka pulled the vial away quickly but it was too late. Brown-black sludge overflowed from her cauldron and splattered out into the air. Madoka ducked just in time to avoid being hit in the face, but she could only watch helplessly as a splash of black landed straight into Kyoko’s madly bubbling cauldron.

There was a flash of white and a sound like fireworks exploding, and everyone ducked under their desks moments before Kyoko’s cauldron promptly exploded.

“Wow, Madoka…” Kyoko poked her head up from beneath her desk.

“I’m sorry.” Madoka swallowed hard, trying to not sound near tears. The four of them seemed to be unhurt, but the room was absolutely covered in sticky patches of red and at least two Kyuubeys had disappeared in a puff of ash.

The teacher finally rose and stood in front of Madoka, staring wordlessly down. There was a splash of red stuck to his hood.

“That’s not good at all.” Another Kyuubey curled around the teacher’s feet. “You’ll have to stay after and clean this up, Madoka.” 

“Right…” Madoka lowered her eyes, hands twisting around her wand. She couldn’t help but feel utterly defeated.

The teacher and Kyuubey walked away as a bell chimed three times in the distance. Sayaka and Kyoko gave Madoka sympathetic looks as they started to pack up their things.

“We can stay and help,” Sayaka offered.

“No, it’s all right,” Madoka said with forced cheer. “You wanted to meet Hitomi-chan for lunch today, right Sayaka-chan? And Kyoko-chan, you were returning Mami-san’s book to the library. It’s all right. I can do this.”

“We’ll save you some lunch, okay?” Kyoko said as she and Sayaka went to the door. “And if you take too long we’re coming back to get you!”

“Right, thank you.” Madoka waved at them as they left. The teacher handed her a broom before disappearing out the door as well. Madoka suddenly realized that she was alone in the room with Homura, who had also retrieved a broom from the teacher. “H-Homura-chan, what are you…?”

“It will be quicker like this.” Homura didn’t look at her as she held out her wand and touched it to the broom. It glowed purple and she swept it against one of the red patches on the floor, which turned into a pile of crystals and then broke apart, leaving only a sprinkling of purple dust like glitter on the floor. Madoka looked at her with open admiration and Homura looked away as if uncomfortable.

“You don’t have to stay and help me, Homura-chan,” Madoka said worriedly. “You’ll be late for lunch.”

“This won’t take long,” Homura said in reply. She continued to sweep calmly at the floor and Madoka finally managed a smile.

“Thank you very much for helping me,” she said quietly as she scrubbed her own broom against the red patches. The broom bristles seemed to get stuck and twisted, as if she was pushing it into sticky glue. 

“It’s nothing.”

They cleaned in silence for a bit, Madoka’s full concentration on how to get her broom unstuck from the mess.

“You know, Homura-chan,” Madoka said after the silence had stretched on too far, “I think you’re really amazing at magic. Your potion looked perfect.” She sighed. “I wish I could manage something like that. I’m not really outstanding at anything in magic. I don’t think my flower is very powerful.”

“You’re fine the way you are,” Homura said. Her face and voice were impassive and she was looking only at what she was cleaning rather than at Madoka. “The flower you have is the one that’s best for you. You should never wish to change the thing you earned yourself.”

“It’s not really a very great achievement though,” Madoka said quietly, looking down at the small white blossoms. “I think the color on your flower is really pretty.”

“No,” Homura said flatly, her hands tightening on her hand. “It’s not.”

Something in her voice made Madoka stop and look at her.

“Do you know the story of the anemone flower?” Homura’s voice was nearly silent and she seemed strangely sad. Madoka felt the sudden urge to move closer to her, to take her hand, but stopped herself. She didn’t think Homura would appreciate that much and she didn’t want to upset her, not when she wanted so much to be Homura’s friend.

“No, I don’t think I’ve ever heard that story.”

Homura didn’t say anything more and Madoka took an inadvertent step towards her. The broom in her hand suddenly jerked and there was a snap as the bottom half snapped off, leaving its bristles still stuck in the red mess on the floor.

“Oh!” Madoka looked down miserably at the half a broom. She sighed. “I-I’d better go get another broom. I’ll be right back, Homura-chan!”

Homura didn’t reply and Madoka ducked into the teacher’s office. It was a mess of weeds and papers and dust, and she held her hands close against her chest as she nervously looked around for a new broom.

She spotted one peeking out from the one of the higher shelves. Madoka raised her wand, about to do a spell to bring it down to her, then remembered her earlier mishap with the potion and thought better of it. She pushed a chair against the cabinet and pulled herself up on it, stretching just a bit to reach the broom.

Her hands brushed against the broom handle and she jumped for it. Something came loose in her hand and she suddenly couldn’t quite manage her balance, tumbling back onto the ground as the broom fell down in front of her.

“Ow…” Madoka sat up gingerly, rubbing her head. It really wasn’t shaping up to be her day. She sighed and started to get to her feet. As she did, her fingers brushed against a book that had been jarred loose when the broom had fallen. It was lying face down, open, and carefully Madoka slid it into a face-up position.

_The class roster?_ It looked like the attendance list, that was certain, but the pages were too thick.

“This is the second years’ list,” Madoka murmured to herself. “But…weren’t there only two students in our dorm for second year?” She could see their names there written in crisp black ink, but there were other names too, ones she felt certain she should know but couldn’t recall. As her eyes swept down to look at them the words seemed to fade away into the pages, turning into nothing but smudges. She was only barely able to make out one name before they all disappeared, leaving only the two familiar names remaining.

“Hey, Madoka?” A familiar voice made her start, closing the book with a snap as she looked up. Sayaka and Kyoko were peering in the doorway. “We came to get you. What are you doing back here?”

“O-oh, Sayaka-chan, Kyoko-chan.” Madoka hurriedly got to her feet, placing the book back onto the teacher’s cluttered desk. “I was getting another broom. I’ll be done in a bit, I just have to finish helping Homura-chan…”

“She finished ages ago,” Kyoko told her. “She came to get us in the dining hall and said we should come get you.”

“I took that long?” Madoka said in surprise. Going to the door she saw that the classroom was indeed perfectly clean, without a single sticky patch to be seen. Madoka deflated slightly. “I didn’t help much at all. I hope Homura-chan isn’t mad.”

“Who cares what she thinks?” Sayaka said. “She’s so stuck up, she barely even talks to the rest of us.”

“Sayaka-chan!” Madoka said forcefully. “That’s not—that is, I don’t think that’s true. I think she’s just…not very good at talking with us? I mean, she did stay behind to help me even though she didn’t have anything to do with the mess and…I don’t know. I just feel like—like she’s someone I could be good friends with, if we just talked a little.”

“With her?” Sayaka shook her head with a fond smile. “You’re too nice for your own good, Madoka.”

“Let’s get back to the dining hall already.” Kyoko was already halfway out the door. “We’re gonna miss all of lunch break, and Madoka hasn’t had anything yet.”

“Oh, right! Come on.” Sayaka jogged forward to join her and glanced back when she realized Madoka was still standing in the classroom. “Madoka? Are you okay?”

“Hmm? Oh, I’m sorry, I was just thinking.” Madoka bit her lip for a moment. “Hey, Sayaka-chan, Kyoko-chan? There are only two second years in our dorm, right?”

Sayaka and Kyoko exchanged curious looks but Sayaka answered anyway.

“Yeah, Mami-san and Oriko-san. Why?”

“There—there wasn’t anyone named Charlotte, right?”

“No. Are you sure you’re okay, Madoka?” Sayaka walked over and placed a hand on Madoka’s forehead. “That botched potion didn’t do anything weird to your head, did it?”

“No, it’s nothing,” Madoka said, trying to shrug off the strange sense of gloom she felt settling over her like a rain cloud. “I think I was just imagining something, that’s all. Let’s go get something to eat.”

—

“Let’s see….where was it?” Madoka stood on her toes as she scanned the shelf of books in front of her. The school’s library was bigger than she’d ever imagined, stacks stretching on and on into infinity. The librarian had barely looked up when she entered, a gray ghostly figure in black robes with a mask over her face, just like all the other adults in Dandelion. A Kyuubey sitting on the desk had waved its tail to her as she went past but beyond that no one had even acknowledged her presence. She had seen a few students wandering in the stacks or studying at tables when she’d walked in but the further she went into the stacks the less people there were.

_“Do you know the story of the anemone flower?”_ She hadn’t been able to stop thinking about Homura’s words, so Madoka had decided to look it up. Kyoko had told her where to find the flower book she’d borrowed from Mami but Madoka thought she must have taken a wrong turn somewhere because she seemed to be in the completely wrong part of the library. The books all had strange jumbled letters on their spines that she couldn’t read at all and that didn’t resemble any runes she’d ever been taught.

“Maybe back that way?” Madoka wondered, heading for another shelf. She wished there was someone to ask but she didn’t think the librarian would be of much help and she didn’t know where the Kyuubey had gone.

As she wandered around another bookshelf she found herself close near the wall, just in front of a large glass window overlooking the forest. Moonlight shone through the open window, casting a soft blue light on the books and floor.

“It’s that late?” Madoka wondered aloud. She could have sworn it was still light out when she’d decided to stop by the library. A chill wind seemed to blow through the room and she shivered slightly. “I guess I should go back to the dorm? Sayaka-chan and Kyoko-chan are probably wondering where I am…”

Her words hovered out in the empty air and she bit her lip, pressing up against the shelves. There was no sign of anyone else nearby but somehow she felt like she wasn’t alone, and it made her nervous.

The moonlight streaming through the window suddenly vanished, as if someone had snuffed out a candle. The room turned ice cold and Madoka inched backwards, wrapping her arms around herself. She took a hesitant step around the nearest bookshelf, trying to inch her way back towards the door.

Something fluttered in front of her face and she looked up.

An eye like a black hole stared down at her from a round face covered in stitches, a sharp silver needle stuck through the head. Silver hands like scissors closed against the wooden bookshelves and Madoka froze.

It was _watching_ her.

“I…I…” Madoka’s breath came in short gasps as her hands closed over her wand. She had no idea what spell to use, what sort of spell she could possibly use against something like this, not when she knew only a bit of defensive magic and no real offensive spells at all…

“Madoka, run!” A Kyuubey appeared at her heels and Madoka nearly jumped. “Hurry, it’s coming!”

The words were all she needed and Madoka turned and ran a moment before the scissor-hands snapped closed over where her head had been. Kyuubey ran for the stacks and she followed, but the entire room seemed transformed from what it had been: there were dolls and thread dangling from the bookshelves, and wicked needles scattered all along the floor. Behind her she could hear the monster following after her.

“Wh-what should I do?” Madoka wondered breathlessly, heart pounding, lungs burning as she ran and she wished she could be like Sayaka, athletic and fast. “What’s happening?”

“That’s a witch, Madoka!” Kyuubey said urgently. “It’s way too strong for a normal mage to handle!”

“A witch?” Madoka repeated, risking a glance back and wishing she hadn’t. “Like in the forest?”

“This is a created witch,” Kyuubey said. “Once it catches you there’s no escape!”

“What do I do?” Madoka asked. “The teachers…”

“They can’t get in once it’s established its barrier,” Kyuubey said. “I barely made it inside in time. You’ll have to stop it yourself!”

“Me?” Madoka nearly stopped dead in shock and caught herself just in time, stumbling a bit. “But—but I’m not—my flower is too weak, I can’t fight that!”

“So you’ll need to change your flower,” Kyuubey said, as if it was the simplest thing in the world. Up ahead of them a giant wall made all of mustard yellow thread dropped down out of nowhere, like a set piece in a play, and Madoka stopped dead. Kyuubey stared up at her, face fixed as always in a cat smile with unblinking eyes. “What would you do, if you could change the power you were given?”

“I-I can change?” Madoka repeated. She looked back the way they had come. The witch couldn’t be seen in the darkness behind them but she didn’t have the feeling that they’d lost it.

“Of course!” Kyuubey hopped onto her shoulder. “If you want, I can definitely change it for you! All you have to do in return is make a wish.”

“Make a wish?”

“That’s right,” Kyuubey said easily. “You’ll just need to go into the forest and make a wish. So, Madoka? What do you want to do?”

A shadow lurked in the distance and Madoka heard the sound of scissors opening and closing.

“Hurry, Madoka, it’s almost here!” Despite its words, Kyuubey didn’t sound at all worried. “Do you want to change?”

“I…I…” Madoka took a deep breath. “I…”

“That won’t be necessary.” A calm voice cut through the air as a figure landed on the ground in front of them, violet robes waving around her like a cape.

“Homura-chan?” Madoka stared. Homura straightened and looked back at her, face set and grim. The wand in her hands had burst into full bloom, purple petals scattering to the floor all around Homura’s feet. Her entire body was glowing slightly.

“Akemi Homura.” Though Kyuubey’s tone seemed the same as always Madoka thought that maybe there was a strange note behind it, something like disappointment or maybe curiosity.

“I will take care of this.” Homura took a step forward as the witch appeared. Its single eye seemed to fix on her and it flew forward, scissor-hands glistening silver and scattering needles behind its body as it went.

“Homura-chan!” The name tore itself from Madoka’s lips as the witch bore down upon Homura. At the last possible moment Homura jumped, jumped higher than Madoka could imagine and she could see the purple petals that had been on the floor had wrapped themselves around Homura’s legs like a pair of ballet slippers. Homura landed easily behind the witch and raised her wand. The witch paused, watching her carefully and then Homura seemed to almost disappear in front of Madoka’s eyes. Suddenly she was inches above the witch’s head, dropping flowers around the witch until it was completely ringed by purple. Homura raised her wand again and the flowers flared open, and then suddenly the ring around the witch burst into flames. Madoka thought she heard a sound like a glass breaking and then the lights came back on and she was in the library again, pressed up against a bookshelf with Kyuubey on her shoulder.

Homura’s wand had turned back to normal, covered with only a couple small, partially-opened flowers, and the spot where the witch had been was now nothing but a thin black ring like the remains of a fire. Homura reached down and pressed a hand against the center of the ring, picking something up. Madoka stepped closer and saw that it was, oddly, a withered carnation. 

“Homura-chan…” At the sound of Madoka’s voice Homura turned to face her. The look on the other girl’s face was so severe that Madoka shrunk back, but Homura ignored her and addressed the Kyuubey on her shoulder instead.

“Go back to where you belong. I’ll take Madoka back to the dorm.”

“Well, I guess I’m not needed.” Kyuubey hopped off Madoka’s shoulder, tail waving as it walked off. “Anyway, Madoka, remember my offer is still open. If you want to change, just talk to any one of me and we’ll be happy to help.”

“She doesn’t need that,” Homura said coldly. She reached out and grabbed Madoka’s hand, and Madoka couldn’t stop herself from flinching slightly. She immediately regretted it when Homura’s eyes seemed to waver for a moment and all of a sudden Madoka felt a surge of sadness. She allowed her hand to wrap around Homura’s and gave it a warm squeeze. Homura looked surprised for a moment and Madoka smiled at her.

“Should we go back now?” Madoka asked, and Homura slowly nodded. Together they left the library.

The halls were all but empty and Madoka walked a few steps behind Homura, their hands still clasped together. Madoka’s other hand was held close against her chest as she tried to gather her thoughts.

“Homura-chan,” she ventured at last, her voice sounding too loud in the emptiness of the hallway, “thank you. For saving me.”

“It was nothing.”

“What-what was that thing?” Madoka asked. “Kyuubey called it a witch.”

“It is something like a witch,” Homura said. “She couldn’t control her own power, and became that.”

“Kyuubey said normal magic couldn’t defeat her,” Madoka continued.

“That’s right.”

“Then—then did you—?”

“I did something foolish.” Homura stopped and let go of Madoka’s hand as she turned and faced the other girl. “Madoka. The power that Kyuubey offered you…it’s not what you think it is. You don’t need to change. You said it yourself, right? That you were happy how you were.”

“Y-yes, that’s true,” Madoka said, fidgeting nervously, “but…but what you just did, Homura-chan…that was amazing. You saved me.” She smiled softly. “I know I’m not really anything special. I’m not a very strong mage and I can’t really do much on my own. But if I could be like you…if-if I could save people too…”

“You don’t want to be like me.” There was ferociousness in Homura’s words and a deep, deep sadness that made Madoka’s heart ache. “This isn’t a gift. Taking this power means you have to fight, and fight alone, for as long as you can control it. This isn’t power that was made to save anyone.” Her hands clenched and Madoka stepped towards her without even realizing it.

“Homura-chan…” Madoka reached for her, even knowing it wouldn’t be accepted. “How long have you been fighting?”

“A long time,” Homura said, not looking at her. “I’ve seen what happens to those who accept Kyuubey’s deal. Countless other girls who should have been satisfied with their flowers, who gave them up for power or for a wish…or for someone else.”

“Then…then you’ve been alone, all this time?” Madoka asked. She could almost touch Homura now, and suddenly Homura turned away from her.

“That is how it goes,” Homura said coldly, walking away. “We should return to the dorm. It isn’t safe to be out in the school after nightfall.”

“O-oh, right…” Madoka lowered her head and followed, shoulders slumped in defeat. A thought suddenly occurred to her and she looked up again, staring at Homura’s back. “H-Homura-chan…?”

“Yes?” 

“Kyuubey said if I let him change my flower, I would have to go out in the forest and make a wish.”

“That’s where the real witch is,” Homura said, shoulders tensing. 

“So…so if you had your flower changed, then did you make a wish?”

Homura seemed to pause for just a moment and Madoka stopped, waiting. After a moment, Homura began to walk again, unspeaking.

Thorns lined the ceiling above them, and Madoka and Homura continued on in silence.


	3. Chapter 3

“Madoka? Hey, Madoka, are you listening?” An apple waved in front of her face and Madoka started in surprise.

“O-oh, Kyoko-chan, sorry, what was that?” Madoka sat up a little straighter, rubbing her eyes. Kyoko and Sayaka, sitting beside her, exchanged mildly exasperated glances.

“Your head’s really been in the clouds lately,” Kyoko said. “Did something happen?”

“No…well, sort of…” Madoka gave a weak laugh. “I’m just feeling a little tired, that’s all.”

It had already been a few days since the attack in the library, and in the days following Madoka had found herself feeling increasingly apprehensive. It seemed almost as if she could see them all the time now: moments and flashes where she caught sight of something like a witch slipping around a corner and then Homura would be there, silently warning Madoka to stay back as she herself went forward into danger. Madoka had tried talking to her about it but Homura seemed to be almost avoiding her now.

Madoka supposed it should make her angry. She knew Sayaka and Kyoko would probably tell her that Homura was just an unfriendly person and that Madoka should just forget about her. But every time a witch appeared Madoka watched as Homura went forward to fight alone, and every time she spotted Homura sitting alone while everyone else talked and had fun together she couldn’t help but feel a deep pang of sadness somewhere in her chest.

_I just want to help her,_ Madoka thought miserably, hunching over in her seat as she picked at her dinner. _Homura-chan…I feel like there’s something you’re still hiding from me. If there was a way I could help…if there was something that a person like me could do…_

“I guess it’s not possible after all, huh?” she said quietly.

“Huh?” Sayaka leaned against her and pressed a hand against her forehead. “Are you sick, Madoka? You don’t look good.”

“I’m just not very hungry,” Madoka said, standing. “I….I think I’ll go back to the dorm for a while to lie down.”

“Do you want us to come along?” Sayaka asked and Madoka shook her head.

“No, it’s fine. I can make it on my own.”

“Are you feeling sick, Kaname-san?” Madoka turned as Mami walked up to her.

“I just think I need to lie down for a bit,” Madoka said.

“I’ll take you back, then,” Mami said with a smile. “As your upperclassman, it’s my job to help you.”

“But I don’t want to be a bother--”

“It’s all right,” Mami said. “Don’t worry, Kaname-san. Come on, we’ll walk together.”

Madoka said her goodbyes to her friends and followed Mami out of the dining hall. She paused for just a moment before stepping away from the table, gaze straying to where Homura ate in silence away from all the others.

_Homura-chan…_ Madoka followed Mami through the wide halls of the school with her head down, lost in thought. The hallways seemed eerily quiet and she felt cold.

“Is something troubling you, Kaname-san?” Mami’s voice made her look up. The other girl was smiling knowingly down at her and Madoka found herself nodding without really meaning to. “If you want to talk about it, I would be happy to offer you some advice to the best of my abilities.” Mami led her over to a stone bench underneath one of the windows and gestured for Madoka to sit. Mami raised her wand, wound about with black-eyed susans, and as she moved a yellow ribbon seemed to unwind from the tip, swirling itself into the image of a tea cup. As Madoka stared in wide-eyed admiration Mami did another quick flick of the wrist and a sweet-smelling liquid filled the cup. “Peppermint tea. I find it very relaxing.”

“That was amazing, Mami-san!” Madoka said earnestly. She took a quick sip of the tea and nearly dropped the cup as she almost burned her tongue. 

“Sweets and drinks are my specialty,” Mami said modestly. 

“I wish I could do magic like that,” Madoka said. “I don’t think I really have a specialty. I’m not very good at anything in particular.”

“It’s only your first year,” Mami said. “I’m sure you’ll find a style of magic that suits you best soon, Kaname-san. You should be proud of what you can do and not dwell only on what you can’t.”

“What I can do…” Madoka repeated softly. “Um, Mami-san…is it okay if I ask you something?”

“Of course.”

“Well…I have a friend,” Madoka began. “Or, I guess maybe she’s not quite a friend…I _want_ her to be a friend, but I don’t know how to do it. She’s a really amazing person so I don’t know how I could do anything to help her, but I still want to try. I feel like she’s fighting alone and that maybe she’s been fighting alone for a long time. The only way I know to help her is something that might be dangerous and she doesn’t want me to do it, and even though I think it might be really amazing for me it would hurt her and I don’t want to do that. I just want her to know that she doesn’t have to be alone. I feel like-like if there was a way I could at least become a support for her, maybe it would make things a little better, I just don’t know how. But if there’s something I can do to help, I want to do it no matter what!”

“Hmm, I see…” Mami looked thoughtful. “Kaname-san, I think maybe you’re overthinking it.”

“Huh?” Madoka looked confused and Mami laughed softly.

“I don’t mean that in a bad way,” Mami said. “It’s natural to want to help someone. I think it speaks very well of you, Kaname-san. But you don’t need to overthink it.” She placed a gentle hand on Madoka’s head. “You don’t need to worry about all the things you can’t do. You should just focus on what you can do, even if it’s something very small and simple. Even a little flower can bring someone happiness, after all. If you want to help someone, sometimes the best way is just to let them know that you’re there for them.”

“But what if they push you away?” Madoka asked. “I don’t want to be someone who’s a hindrance to her, or puts her in danger. I just want to…”

“Do you want to help her, even if she pushes you away?” Mami asked, and Madoka nodded. “Then I think you should just keep being true to that, Kaname-san. Don’t give up on someone just because they aren’t able to accept your feelings. If you really care about this person, you’ll support them no matter how they act, right?”

“Well, yes.”

“You’re a really kind person, Kaname-san,” Mami said. “I think that’s a wonderful thing to be, even better than being a great mage. Anyone with enough power can use magic but not everyone can keep believing in someone who seems unable to accept kindness. I think you should just keep being who you are, Kaname-san. As long as you keep being that person, I’m sure the one you want to help will come to appreciate it.”

_Kind…_ Madoka felt her cheeks flush in happiness as she took a last drink from her cup. _Homura-chan…I’m going to help you. Even if it’s just in a small way, I’m definitely not going to give up on you._

“Thank you very much, Mami-san!” Madoka stood and bowed. “I feel a lot better now. I think I can make it back to the dorm on my own.”

“Are you sure?” Mami asked and Madoka nodded. “Well, then, Kaname-san, I’ll see you back at the dorm.”

“Yes!” Madoka bowed again and disappeared down the hall, spirits buoyed. Mami watched her go and smiled.

Something moved in the darkness and Mami’s smile disappeared.

“It isn’t nice to eavesdrop,” she said sternly, reaching for her wand. “Please reveal yourself.”

The shadows rose up, and darkness swallowed her whole.

—

Madoka lay on her back on her bed, staring up at the ceiling. Talking to Mami had made her feel considerably better but there was a strange pall hanging in the air somehow that made her feel tired.

_I still keep seeing those thorns on the ceiling,_ she thought. _I wonder why it seems like no one else notices? Maybe I should try asking Homura-chan…_

“Hey, Madoka, are you feeling any better?” Sayaka came walking up the staircase into the room, followed closely by Kyoko. Homura wandered in behind them and went straight to her bed, opening a book and ignoring all three of them.

“Yes, I think I was just a little tired, that’s all,” Madoka said. 

“We were starting to get worried about you, you know,” Sayaka said, sitting down on the bed next to Madoka. “You’ve really been acting weird lately.”

“I’m sorry,” Madoka said sincerely. “I’ve…kinda had a lot on my mind, I guess? But I talked with Mami-san and she really made me feel a lot better.”

“Mami?” Sayaka and Kyoko exchanged curious looks. Behind them, Homura lowered her book. “Who’s Mami?”

“Huh?” Madoka stared back at them wide-eyed. “You know, Mami-san. She’s a second year in our dorm.”

“Don’t be silly, Madoka,” Sayaka said. “Oriko-san’s the only second year in Protea right now.”

“B-but…” Madoka felt a sense of dread settling over her. There was definitely something wrong now, something that she couldn’t quite understand. “You remember Mami-san, right, Kyoko-chan? You said she used to go to your old school and she loaned you that book, about the flowers…”

“I don’t know anyone named that,” Kyoko said. “I took that book out of the library myself, remember? Is this some kind of weird joke or something, Madoka?”

“But she was definitely here!” Madoka said. “We all saw her…she greeted us when we were put into this dorm and-and she made me tea while she talked to me…she was a really nice person and listened to me and-and I know she was here!”

“Are you sure you didn’t hit your head or something?” Kyoko asked.

“Maybe you should lie back down,” Sayaka added.

“But…” Madoka shook her head. “Mami-san was right behind me! I-I’ll go find her, okay? And then we’ll figure out what happened. R-right. I’ll go find her. I’ll be right back!” She ran out of the room, ignoring Sayaka and Kyoko calling after her.

“That was weird,” Kyoko said in the silence after Madoka’s exit.

“She was really upset…” Sayaka said wonderingly. “Something’s wrong. Madoka doesn’t usually act like this.”

“Maybe she’s sick?” Kyoko wondered. “Or some jerky upperclassman put her under a spell or something.”

“I’m going after her,” Sayaka decided, getting to her feet. “Hey, Madoka! Wait for me!”

“Sayaka!” Kyoko made to follow, but Sayaka was already out the door. Kyoko sighed heavily, running a hand through her hair. “Geez, what’s with everybody?”

Behind her, Homura closed her book.

—

“Madoka!” Sayaka wandered through the halls of the school, calling for her friend. The hallways seemed almost empty, as if everyone had gone missing for some reason.

“It’s not even lights out yet,” Sayaka said thoughtfully. “I wonder where everyone is. Ah, whatever, I need to find Madoka first. Though I have no idea where she could have run off to…I don’t even get why she got so upset, she’s been acting kinda strange ever since we got here…”

She turned down another winding hallway and found herself staring at a dead end corridor.

“Aagh, I’m lost already!” Sayaka leaned against the wall in defeat. “This school’s way too complicated. I guess I’ll go back to the dorm and see if Madoka came back on her own…”

She had just turned to head back the way she’d come when she heard the sound of violin music from somewhere nearby.

“Music…?” It was a familiar sound and she smiled slightly. “Hey, I bet that’s Kamijou-kun! I haven’t really gotten to talk to him at all since we got here. At least someone else is out besides me.”

She headed towards the sound, turning down another hall towards a set of doors with musical notes emblazoned at the top of each one. Peering inside the first she could see several chairs and sets of sheet music.

“Wow, I didn’t even know we had music rooms,” Sayaka said. “I wonder if we can take that as an elective in second year? It would be so cool to be able to do my own music using magic.”

One of the doors further down the hallways was half open, and as she got closer she could see a boy standing in the center of the room, waving his wand around in increasingly complex motions as colorful music notes floated through the air. Sayaka leaned against the wall, closing her eyes and listening. It made her feel a little more optimistic, somehow. 

“All right,” she told herself, opening her eyes. “I guess I should get going and find Madoka, huh?” She sighed and pushed off from the wall, turning to walk the other way.

Something cold brushed by her face and she froze. The white walls she was leaning against suddenly became spider-webbed with strange black sigils and shadows scattered along the walls like someone had thrown paint over them.

Behind her there was the sound of someone yelling and Sayaka whirled.

“Kamijou-kun!” She ran towards the sound and stopped dead as a Kyuubey hopped into her path.

“I wouldn’t do that if I were you, Miki Sayaka,” the Kyuubey told her. “You can’t defeat _that_ as you are now, you know!”

“‘That’?” Sayaka repeated. “What the hell are you talking about? Kamijou-kun is—”

She could almost see the door from where she stood. There a large black silhouette in the shape of a woman praying hovering just over it, slipping inside. It seemed to slide inside the shadows somehow, swallowing everything it touched, and Sayaka suddenly felt cold all over.

“You see?” Kyuubey said. “You’re far too weak to stop a witch like that on your own.”

“Then-then what do I do?” Sayaka asked. “I have to help Kamijou-kun, or else—!”

“Well, that’s easy,” Kyuubey said brightly. “Tell me, Sayaka….do you want the power to change?”

—

“Mami-san? Mami-san!” Madoka ran desperately down the hall towards where she’d last seen Mami. The bench where they’d sat together was covered in black thorns and there was a blood stain on the floor. Madoka approached it gingerly, hands shaking, and even as she reached towards it the blood dried up and disappeared. A broken tea cup rolled from around the corner and then disintegrated into nothing.

“What-what’s going—” Madoka fell backwards, trembling. “I don’t understand. Mami-san was just here…I just _talked_ to her…so…so…”

“Tomoe Mami is gone.” Madoka looked up as Homura came around the corner, face grim.

“Homura-chan…?” Madoka whispered. “You-you remember Mami-san?” She jumped to her feet, grabbing Homura’s hands. “You _do_ remember Mami-san, Homura-chan? You remember she was here?”

Homura seemed to be considering her next words before she spoke.

“I do,” she said at last. 

“What’s happening?” Madoka asked desperately. “I don’t understand, Homura-chan. Why doesn’t anyone else remember Mami-san?”

“Tomoe Mami…was killed by a witch.”

“Mami-san was…killed…?” Madoka repeated disbelievingly, eyes wide with shock.

“It’s growing more unstable,” Homura said, half to herself as she pressed a hand against the thorn-covered bench. One thorn cut her and she stared blankly down at the small bead of blood on the tip of her finger. “It’s moving more quickly now. We probably don’t even have a day. The school is already overrun.”

“Overrun?” Madoka swallowed hard. “I don’t understand. What’s going on, Homura-chan? You know, don’t you?”

“It’s too dangerous to remain out in the open like this,” Homura said in lieu of a reply. “Come with me. We should get back to the dorm first.” She held out a hand to Madoka, who hesitated. Homura’s eyes seemed to tremble for the briefest of moments before becoming cold and emotionless once again. “I understand if you don’t trust me. But you must come with me, Madoka.”

“That’s not it at all.” Madoka took Homura’s hand. “It’s-it’s a little strange, but…but I really do trust in you, Homura-chan.” She managed a trembling smile. “Let’s go back to the dorm, okay?”

The room suddenly seemed to shudder heavily, as if there were inside a giant bell.

“What was that?” Madoka wondered. Homura’s eyes narrowed.

“Something’s happened. Madoka. Stay close to me.”

—

The witch screamed as it disappeared in a flurry of yellow hyacinth petals. Sayaka landed on her feet, breathing slightly harder and a little scratched up but otherwise unharmed.

“That was kinda cool,” she said breathlessly to the Kyuubey sitting on her shoulder. “So these are my new flowers, huh?” She stared down at her wand. The new flowers were bright like the sun and she could feel something warm and strong coursing through her veins like lava under her skin. 

“Ah…ah…” Kamijou was collapsed on his knees in the corner, clearly shaken. Sayaka hurried over to him.

“Kamijou-kun!” Sayaka knelt down beside him, sweeping her gaze over his body and smiling when she saw he appeared unharmed. “Whew. I’m really glad you’re okay…”

She reached for him and suddenly he slapped her hand away. His wide eyes met hers.

“Th-thorns…” Kamijou stuttered. The hand that had touched Sayaka was bleeding from a thin scratch.

“What?” Sayaka stared blankly at him. “Kamijou-kun, it’s me! Miki Sayaka, from Mitakihara?”

A scream suddenly cut through the air and Kamijou’s head shot up.

“Hitomi-san!” He was already on his feet before Sayaka had even recognized the voice.

“H-hey, wait!” Sayaka ran after him, Kyuubey at her side. She glared down at it. “Hey, what’s going on? Why didn’t Kamijou-kun know who I was? What’s with all these witches in the castle?”

“It looks like it’s deteriorating faster than expected,” Kyuubey said. “You should watch your power levels, Sayaka. It won’t be good if you lose control.”

“Lose control? What’s that mean…” Sayaka suddenly slid to a stop.

There was another witch standing in the hallway, something like a girl in red dress with crayon drawings all around her. At her feet lay Hitomi and Kamijou, both unconscious.

The witch raised her hands and before Sayaka could even move the wall behind them began to crumble.

“W-wait! Stop it!” Sayaka raised her wand and the witch turned to face her.

Behind her the stone wall fell down in pieces, completely smashing the two bodies lying beneath.

—

“Geez, where’d everybody run off to?” Kyoko muttered as she wandered down what seemed like the tenth completely interchangeable hallway. It was bad enough that Madoka had run off so close to lights out, but then Sayaka’d had to go after her and for some reason even the super-unfriendly Homura had calmly walked off without a word, leaving Kyoko all alone on the first year Protea dorm. She’d been okay for a bit, looking through one of their textbooks and finishing up some of her emergency candy supply, but she’d begun to get antsy after a while. There had been more than enough time for Sayaka to find Madoka and come back, and beyond that the room had begun to feel a little cold without anyone else there, almost…unfriendly, somehow. There’d really been no help for it but to go looking for everyone.

There was the sound of something collapsing and a scream she recognized instantly. In moments Kyoko was off at a run, heading towards the sound.

“Sayaka!” 

There was a sound like some great monster’s keening and Kyoko skidded around a corner just in time to see a shadow falling to pieces, leaving only a dead flower where it had been. Sayaka was standing there too, already facing away from it, and her wand looked different than usual.

Next to where Sayaka stood one of the walls had partially collapsed and there was a pool of blood spreading beneath the fallen stones.

“H-hey…” Kyoko took a step closer to Sayaka. “Hey, Sayaka! What’s going on? I heard--”

“Someone was here.” There was a strange tone to Sayaka’s voice that made Kyoko stop in her tracks. “Right? There-there was definitely someone who I was trying to save here. Wasn’t there?”

“What are you talking about?” Kyoko asked. Sayaka didn’t reply and Kyoko grabbed her shoulder roughly. “Hey, Sayaka, snap out of it! What’s going on?”

“There was a person here,” Sayaka repeated. Her eyes were wide and there were tears falling down her face. She reached up with one shaking hand to touch them, staring blankly at the wet drops on her fingers. “But I can’t remember who it was now. So why am I crying? Why do I feel like I just lost something?”

“Sayaka…” Kyoko glanced back over at the fallen rocks. “What the hell’s happening around here?”

“I know they were here!” Sayaka’s wand seemed to be acting weird, the blossoms blooming and then dying in rapid succession, petals falling like rain to the floor. “Why can’t I remember who it was? Why can’t I remember who I was trying to save?!”

“Get away from her!” A sharp voice made Kyoko turn. Akemi Homura was standing a few feet away, with Madoka hovering nervously behind her.

“Sayaka—” Madoka moved as if to go towards Sayaka and Homura thrust out an arm, stopping her.

“It’s too late,” Homura said grimly.

“What the hell are you talking about?” Kyoko yelled at her. “Sayaka’s—”

“It looks like it’s going out of control, huh?” A Kyuubey seemed to appear out of nowhere.

Sayaka suddenly started to laugh quietly.

“Sayaka?” Kyoko reached for her again and then something flashed past and she found herself dragged over to where Madoka was, Homura holding tightly to her arm. Kyoko pulled away roughly. “What the hell are you doing? Sayaka’s—”

“We have to leave,” Homura said coolly, unfazed. “She’s lost control already. There is nothing any of us can do.”

Kyoko opened her mouth to reply, and the last flower fell from Sayaka’s wand.

The blast of power sent Kyoko and Madoka reeling, and even Homura seemed to have trouble staying on her feet. Kyoko forced herself up, trying to get a glimpse of Sayaka.

There was a black pool spreading around Sayaka’s feet and Sayaka’s body dangled limply above it, a puppet whose strings had been cut. As Kyoko watched she jerked sharply, once, and then the black pool swallowed her whole—

—swallowed her whole and something began to emerge out of the shadow where Sayaka had been, something with a tail like a mermaid—

Then Homura’s hand was on her arm and they were running, running, back down the halls, Homura in the lead and dragging Madoka and Kyoko behind her.

“Hey, let me go!” Kyoko struggled but Homura’s grip was iron. “Sayaka—! We have to go help Sayaka!”

“It’s too late!” Homura said. “Miki Sayaka is beyond our help now.”

“What the hell are you talking about?!” Kyoko yelled. “We can’t just--”

“I will explain,” Homura said calmly. “But first, we have to get somewhere safe. Sayaka is not our only problem right now.”

“What are you talking about?”

“This school isn’t safe anymore. The witch of the forest is waking up.”


	4. Chapter 4

They sat in the midst of the shambles that had been the second year Protea dorm. Homura had taken them back to their own room at first but she’d paused at the door, wand raised, and after a moment declared it unsafe before leading them to the room that should have belonged to the second year students.

_If there were any second years in our dorm,_ Kyoko thought grimly, kicking at a pillow left lying on the floor. _Come to think of it, that’s kinda strange…_

“Sayaka-chan.” Madoka was sitting on the edge of one of the empty beds, staring blankly at the wall. There were tears streaming down her cheeks. “Sayaka-chan…Sayaka-chan…”

Kyoko gritted her teeth, fingers twisting in the blankets of the bed. This couldn’t be happening. It was impossible.

Homura stood by the window, staring outside and barely acknowledging their presence. It pissed Kyoko off.

“Hey!” she yelled at last. “Are you going to tell us anything or not?! Sayaka is—Sayaka is—”

“She is gone,” Homura said, turning away from the window with a flip of her hair. “There is no helping her now.”

“What happened to her?” Kyoko demanded. “What happened to Sayaka?”

“She lost control of her power and became a witch.” Homura looked thoughtfully down at her own wand.

“Witches again?” Kyoko crossed her arms. “That stuff’s all myth, everyone knows witches don’t exist.”

“History becomes myth, in time,” Homura said, almost to herself. She shook her head and went back to the window. “The caged witch in the forest has always been there, ever since this school was created.”

“Wait, so you’re saying all that stuff is true?” Kyoko asked dubiously. Next to her Madoka stiffened and finally looked over at Homura .

“She’s been trapped here for a very long time,” Homura said, pressing a hand against the window. “There used to be a saying, around this school, that if you could find the place where the witch was sealed all your wishes would be granted.”

“Mama told me that once,” Madoka spoke up unexpectedly. She managed a small smile. “She told me it was a popular spot for people to make confessions.”

“The Mages of the Circle knew that rumor too,” Homura said. “So did the headmistress, and all the teachers. They dismissed it as childrens’ games and the witch, who knew more than they did, granted those wishes in ways just small and subtle enough that no one realized she was even doing it. And every wish she granted, she stole a small piece of that person’s soul.” Homura plucked a flower petal from her wand and let it flutter to the floor. “The first one she managed to consume entirely was a second year student from our dorm.”

“But there aren’t any second years in our dorm!” Kyoko objected and Madoka stiffened, staring at her with wide eyes that seemed to suggest she had just seen a ghost. Homura looked between them with an inscrutable expression.

“She wanted to escape,” Homura continued. “And for that, the witch needed more wishes and stronger souls. So she sent her minions to this school to find girls whose hearts wanted to change.”

“Kyuubey,” Madoka said softly.

“Wait, that doesn’t make any sense!” Kyoko objected. “The Kyuubeys belong to the headmistress, right?”

“Have you ever seen the headmistress?” Homura asked her coolly.

“Yeah, she was there when we arrived, at the head table.”

“What did she look like?”

“What kinda question is that? She looked like…she…” Kyoko trailed off. Somehow, try as she might, she couldn’t remember anything about the headmistress at all other than that she had certainly been there.

“This school has been in _her_ grasp for some time,” Homura said. “There is no headmistress anymore, just a shadow. The Kyuubeys are the ones in charge of this school now.”

“Okay, so let’s say you’re right,” Kyoko said. “What does this have to do with Sayaka?”

“She took Kyuubey’s deal,” Homura said. “Kyuubey can transfer some of the witch’s power into a mage’s wand. It will change the flower and grant strength, and in return the girl agrees to go into the forest and make a wish. That’s when the witch swallows them whole and steals the power for herself. Her power increases when channeled through a living human. The stronger that person’s soul, the stronger the wish, and the more power she can consume from it. But our bodies aren’t made to handle that kind of power. It can go out of control easily. Very easily.” Homura ran a hand over her own wand and Kyoko heard Madoka give a small gasp behind her, as if she’d just realized something. “When it does, the witch’s power overrules the power of the girl who took it in and that girl becomes a witch herself.” She stared straight at Kyoko. “That is what happened to Miki Sayaka.”

“So how do we bring her back?” Kyoko yelled, getting to her feet. 

“You don’t,” Homura said flatly. Kyoko grit her teeth and grabbed Homura by the front of her shirt, fists clenching.

“Kyoko-chan, don’t!” Madoka jumped to her feet. “Homura-chan is just trying to help!”

“You knew all this,” Kyoko growled. “You knew all this crap was happening at the school. Why didn’t you say anything?”

“You wouldn’t believe me if I did.” There was a strange kind of resignation in Homura’s voice and she didn’t seem at all fazed by Kyoko’s burst of temper.

“Damn it…” Kyoko roughly pushed Homura away. “So what do we do now, huh? This school’s filled with-with witches and Sayaka is…Sayaka is…”

“You can do whatever you like. I’m going to the forest,” Homura said calmly. 

“What good is that going to do?” Kyoko said.

“The witch…I’m going to kill her.”

“And what about Sayaka?” Kyoko demanded. “What about everyone else in this school?”

“That’s not my concern.”

Kyoko’s fists clenched again and she turned on her heel, heading for the door.

“Kyoko-chan, wait!” Madoka reached for her and Kyoko pulled away.

“I don’t believe any of this,” Kyoko declared. “There’s no way Sayaka can’t be saved! And I’m not just going to sit here and hide while she’s in trouble!” With that Kyoko ran out the door, slamming it hard behind her. Madoka flinched at the sound.

There was an almost palpable silence in the wake of Kyoko’s leaving and Madoka looked nervously over at Homura.

“Homura-chan…everything that you said…is that really true?” Madoka asked. “Is this school really under the control of the witch?”

“Yes,” Homura said. 

“Is…is that why no one can remember Mami-san, or Oriko-san or any of the other missing students? Because the witch made them forget?”

“No,” Homura said and her face was lowered, hiding her expression. Her hands clenched tightly around her wand and Madoka stepped closer to her, wanting to comfort her and not knowing why. “That’s because of something different.”

“Are you really going to kill the witch?” Madoka asked her. “All alone?”

“I have to,” Homura said, and her usually emotionless voice was rough with pain. “I have to.”

“Can’t I help you?” Madoka said quietly. “I know there’s not much a person like me can do. I know I’m not strong at all. But-but I don’t want you to go alone.”

“Don’t say that,” Homura said in a strangled voice. “You’re always like this. You’ve _always_ been like this. You shouldn’t put yourself in danger for me. You’re too important to—!” Homura swallowed hard and swept past Madoka, heading for the door. “I’m going to the forest. Stay here, Madoka. You have to stay here and stay safe.”

She opened the door and paused for the briefest of moments, nearly looking back, and then she seemed to collect herself and left. Madoka stood alone in the room.

_Homura-chan…_ Madoka fell back onto the bed, hugging her knees. Her face felt wet. _Kyoko-chan…Sayaka-chan…_

Her foot brushed against something and she looked down. A crushed black-eyed susan was stuck in between the bedsheets.

_“You don’t need to worry about all the things you can’t do. You should just focus on what you_ can _do, even if it’s something very small and simple.”_

“Mami-san.” Madoka slowly climbed to her feet, staring at the door. She took a slow, steadying breath. “I can’t fight very well, Mami-san. I’m not a strong mage, and I’m not very brave at all. But—but there has to be something I can do, right? Even if it’s me, I want to believe that there’s something I can do.”

Madoka ran out the door after Homura.

—

Homura stood at the entrance to the forest, expression steady and determined. Tree branches hung with thorn apples were twisted every way in front of her, blocking the entrance to the forest like a gate, rhododendrons and poppies scattered all along the forest floor.

“She won’t let me pass, huh?” Homura reached for her wand. “This won’t stop me.”

“Homura-chan, wait!” A voice made her turn, eyes wide.

“Madoka!” Homura couldn’t disguise her surprise as Madoka came running up to her, breathing hard.

“I’m…sorry…” Madoka panted, resting her hands on her knees. “I’m sorry. Homura-chan. I know you want to keep me safe, but I can’t leave you to fight alone. I wouldn’t be able to forgive myself if I did that.”

“You have to go back,” Homura said sharply. “This is a place you can’t follow me, Madoka.”

“But…” Before Madoka could speak there was a creaking sound from behind them. They both turned to look as the branches that blocked the mouth of the forest slithered backwards, opening the way. Something white flickered inside the trees like a beacon calling them forward.

“This is…” Homura narrowed her eyes. “But why now?” Her gaze flickered back to Madoka with sudden clarity. “Is it because Madoka’s here?”

“Homura-chan--” Madoka started to speak and Homura cut her off.

“Madoka. Go back to the school.”

“But I--”

“Go back!” Homura yelled roughly. 

There was suddenly the sound of music playing on the wind and Homura’s eyes widened. Madoka turned to look back at the school.

Something was rising out of the darkness of the gate. Something with the tail of a fish, with a ribbon around its neck and a sword in hand.

“S-Sayaka-chan…” Madoka breathed. Homura grimaced, raising her wand.

“That’s not Miki Sayaka anymore,” Homura said. “Step back, Madoka.”

“But-but maybe we can get through to her,” Madoka said. “Sayaka-chan! It’s us! Don’t you know us?”

Homura grit her teeth. _There’s not enough room to fight her here. If something happens to Madoka…_

“I guess I’ll have to handle this, huh?” a voice rang out and someone jumped between Homura and Sayaka.

“K-Kyoko-chan?” Madoka’s eyes widened and Kyoko gave her a cocky grin. She raised her wand, which was covered in bright yellow acacia flowers.

“This power’s pretty neat,” she said. “It’s not that scary at all.”

“Kyoko…you…” Homura stepped towards her and Kyoko held out an arm to stop her.

“I’ll handle Sayaka,” she stated. “You guys have something more important to do, right?”

Madoka and Homura exchanged glances and Homura lowered her wand.

“Very well. Be careful.” Homura turned and walked calmly towards the forest. Madoka hesitated, looking nervously between Kyoko and Homura.

“You better go with her, Madoka,” Kyoko said. “Don’t worry. I can take care of this myself.”

“R-right.” Madoka began to hurry after Homura. “Be careful, Kyoko-chan!”

Kyoko just smiled, watching until both Homura and Madoka had disappeared into the forest. Then she turned back to Sayaka, raising her wand, face suddenly grim and determined.

“All right, Sayaka you dope,” Kyoko said. “I came all the way out here after you, so you’d better go back to being yourself right now!”

Sayaka reached for her and Kyoko ran to meet her.

—

The forest was cold and eerily silent, the only sound the rustling of leaves as they walked, Madoka a few steps behind Homura. She couldn’t help but look back the way they had come even though she could no longer see Kyoko or Sayaka through the thick trees. 

“Kyoko-chan…” Madoka bit her lip. _I couldn’t do anything. I still wasn’t able to do anything._

“It isn’t your fault,” Homura spoke up unexpectedly from in front of her. “Kyoko made her own decision.”

“But—!” Madoka shook her head. “Homura-chan…what’s really happening? Why am I the only one who can remember Mami-san and everyone else? Why did I keep seeing the thorns everywhere, even from the start? And even the teachers…they all looked strange to me, but no one else noticed at all.”

“You don’t have to worry about that,” Homura said. “I’m going to kill the witch and then it won’t matter anymore.”

“But…but I can’t help but feel like you’re putting yourself in danger for me.” Madoka reached for Homura and then stopped inches from her shoulder. 

“I don’t mind,” Homura said, voice low. “You have to stop thinking about me, Madoka. Focus on protecting yourself.”

“I don’t want to do that!” Madoka increased her pace so she was level with Homura. “Homura-chan…I-I know it’s strange to say, but…but I really want to help you. I don’t want you to have to keep fighting alone. I want…” She trailed off as Homura’s hand reached out and touched hers. They both froze and then Homura pulled away jerkily, as if she’d been unable to stop herself.

“I have to do this alone,” Homura said, misery lining her voice. “I can’t pull you into this. Not again.”

“Again?” Madoka repeated. Before she could say anything more Homura held up a hand, raising her head sharply to peer into the thickness of the forest ahead of them.

“I know you’re there.” Homura took a step forward, hand on her wand. “Kyuubey.”

“You’re almost there, you know.” There was one in the trees, staring down at them with unblinking eyes. “You should keep walking.” It hopped from the tree branch and disappeared. 

“Madoka,” Homura said in the silence that followed. “Stay behind me. If something bad happens, I want you to run. No matter what, you should think about yourself first, not me.”

“But Homura-chan—!”

“Don’t protect me,” Homura said. “Not this time. This time, I’m definitely going to be the one to protect you.”

With that, Homura ran forward into the trees and Madoka hurried after.

They stepped out into a wide clearing. The moment they both cleared the forest black brambles snaked across the path they had just exited from, effectively blocking any escape. In front of them there was a large circular mass of thorns and branches, like a giant egg. There was a Kyuubey sitting next to it, waving its tail calmly like a proud cat who had just caught a mouse. Homura tensed, wand ready.

“You did really good to get this far,” Kyuubey said. 

“Where is the witch of the forest?” Homura stepped forward without any sign of fear.

“I’m afraid she doesn’t want to see you,” Kyuubey said, cocking its head. “After all, you’ve already made your wish, haven’t you? Akemi Homura.”

“What?” Madoka stared at Homura, who continued to stare down at Kyuubey with burning eyes.

“Then why did you let me in?” Homura asked. 

“We didn’t let _you_ in,” Kyuubey replied. “After all, your wish isn’t the one we need.”

“I thought so,” Homura said quietly. Her face grew determined as she raised her wand. “I won’t let you do this.”

“Ah, but you’ve got something more important to deal with, don’t you?” As Kyuubey spoke, the branches behind them parted and a cold shadow fell over the clearing. Madoka found herself taking an involuntary step back as two figures burst through the woods. The first she immediately recognized as Sayaka, or what Sayaka had turned into. The second…

\--something that looked almost like a horse, and a rider with a head like a candle flame--

“She couldn’t keep her powers in control,” Kyuubey said. “It’s really a shame about Kyoko, isn’t it?”

“That’s…Kyoko-chan?” Madoka whispered, mouth going dry. Homura grit her teeth and glared back at Kyuubey.

“You…!”

“You should really take care of them first,” Kyuubey said. “They’ll eat you otherwise, you know?”

Homura turned to face Kyoko and Sayaka, hands clenched tight around her wand.

“Madoka, stay back,” Homura ordered. “And don’t get near that.” Before Madoka could say anything in reply Homura leapt into the air, magic swirling around her.

_I have to help._ Madoka tried to reach for her wand but her hands felt frozen at her sides. _I can’t let Homura-chan do this alone. I have to…_

Something slid over her wrists and legs and suddenly Madoka found herself pulled backwards. There were thick vines wrapped around her, dragging her towards the egg which was already rearranging itself to create an opening like a giant mouth, trying to drag her inside.

“Madoka!” Homura immediately moved as if to go after her and just barely avoided one of Sayaka’s attacks. Kyoko immediately was on her other side, effectively ringing her in, and there was nothing Homura could do but watch as Madoka was dragged into the thorns. “Madoka!”

“Homura-chan!” Madoka struggled wildly as the thorns drew her in. “Let me go! Homura-chan’s in trouble!”

Then she was inside the thorn egg and the opening closed behind her. The vines that held her suddenly let go and she found herself crouched on the hard ground, black branches and thorns all around her, so thick she couldn’t even see any sign of Homura or the two witches she was fighting.

_What do I do?_ Madoka tried to turn around and winced as a thorn scratched her cheek. She could dimly hear sounds of the fighting going on outside but it was curiously muffled, as if she was listening through a filter. Something white flashed by her face and as she turned the thorns began to move, creating a small but clear path deeper inside.

Madoka sat where she was, unsure. She knew Homura was still fighting and Homura had tried so hard to keep her safe. Going deeper in was dangerous.

But if she stayed where she was, Homura would keep fighting alone. Alone, against two people who had been Madoka’s friends, and even if Homura won they would still all be hurt.

_I’m sorry, Homura-chan,_ she thought grimly. _But…but I really do want to save you. Please wait for me._

Madoka nodded to herself, took a steadying breath, and began to crawl forward through the thorns.


	5. Chapter 5

Madoka could see light from an opening in front of her and she pulled herself forward through the thorns, wincing as another one sliced across her legs. Her body was already covered with small thin scratches, her clothes torn and dirty. She pushed forward, pulling herself through the small opening with visible effort and then collapsed momentarily onto the grass, breathing hard. Madoka wearily raised her head to see where she’d ended up.

All around her there was nothing but thorns and black branches, so thick and entangled that she couldn’t see the moon or stars above. Looking back the way she had come there was only the small crooked hole she had come out of, no sign of Homura or the witches that had been Sayaka and Kyoko.

_Homura-chan…Sayaka-chan…Kyoko-chan…_ Madoka’s hands clenched and she forced herself to look forward.

_“If there’s something I can do to help…I want to do it, no matter what!”_ Her own words echoed back to her and Madoka looked up.

She stood in a small circular patch of grass. Directly in front of her was a cage of thorns dangling just a few feet off the ground, something silvery and half-seen peeking out from inside like ghostly wings, and there was a dark light pulsing from within.

“Kaname Madoka.” The familiar voice made her jump and she was suddenly aware of white faces and red eyes peering at her from between the branches surrounding her. The branches around her were full of Kyuubeys, all watching her with the same impassive eyes and fixed smiles. She couldn’t tell at all which one was the one that was speaking, or if in fact all of them were. 

“Where is this?” Madoka asked softly.

“You’ve come to make a wish, right?” One of the Kyuubeys moved to sit beside her and when it looked up at her for a moment it didn’t look like a Kyuubey at all but something else: a fox, maybe, or a squirrel. All of the Kyuubeys in the thorns were the same: as she looked at them Madoka could see all sorts of animals, birds and rabbits and even a deer, and then the moment passed and they were Kyuubeys again, unnatural, frightening somehow, alien.

_“And only the animals of the forest were her friends,”_ as her mother had always told the story and suddenly Madoka knew exactly where she was.

“This is…the witch of the forest.” Madoka stepped over to the cage and it lowered itself down so that it dangled right in front of her face. Before she could even move the bars seemed to peel away like the opening of a flower — _the train car went dark, and a cage of brambles and thorns unfolded before her —_ but this time Madoka couldn’t turn away and stared at the small thing that had been revealed inside.

A tiny black seed, intricate in design, balanced on the edge of a pin but standing straight as if pulled by an unseen magnet. Madoka hesitantly reached for it.

“The _real_ witch’s cage,” Kyuubey said from somewhere in the darkness. “That is all that’s left of her now. One more wish is all she needs to break it. Your wish.”

“Mine?” Madoka wanted to pull her hand back but somehow couldn’t. It was as if her body wasn’t her own, being pulled along by invisible strings.

“It _has_ to be yours,” Kyuubey said. “Now, anyway. So, Kaname Madoka? What wish will you make, the wish that will drain you of your life and set the trapped witch free at last?”

Madoka’s hand closed over the seed and suddenly everything stopped as if someone had flipped a switch. The clearing went gray around her and images flashed across her mind, things she had never seen before but recognized instantly.

_\--A train car covered in amaryllis and azalea blossoms, and Madoka stopped at the door of an empty room where a girl sat hunched and silent, with red-framed glasses and braided hair, and a thin wand of purple heather. Madoka smiled and stepped forward._

_“Hello. Are you all alone here?”_

_The girl looked up and shrunk back, nervous and shy._

_“Y…yes. I don’t know anyone on this train.” She looked down at her feet._

_“I’m looking for my friends, but I can’t seem to find them,” Madoka said. “Is it okay if I sit with you?”_

_“W-what?” The girl looked surprised and then her cheeks flushed slightly. “If…if you want to. I’m afraid I’m not very good company.”_

_“I don’t know if I’m good company either,” Madoka said. “We’ll just have to be not-good company together, okay?” She extended a hand. “It’s nice to meet you. I’m Kaname Madoka.”_

_“A-Akemi Homura.”—_

_—Protea dorms, filled with first years, Madoka and Sayaka and Kyoko and girls she didn’t recognize but was certain she should know and Homura shrinking back alone in the corner, laying her clothes down and watching as all the other girls socialized, discussing how their summers had gone and how they’d done on their final tests the year before. Madoka looked up at her and went over, taking her hand and pulling her to her feet._

_“Come on, Homura-chan, you should take a bed over here with us. We’re in the same dorm, so I really hope we can be good friends.”_

_She smiled and Homura smiled back hesitantly, and the room seemed lighter.—_

_—”Did you hear?” Sayaka whispered fervently as she sat at the Protea table with Madoka and Homura and Kyoko. All of the students seemed apprehensive and the teachers — normal teachers, with colorful clothes and no masks, and not a Kyuubey to be seen — were running around and talking in urgent whispers. “A second year disappeared. Mami-san told me Charlotte-san went out to run an errand in the forest for a teacher and never came back.”—_

_—”Another student has gone missing,” Tomoe Mami said, addressing the dorm full of first years. Homura and Madoka sat together on Madoka’s bed and clasped each others’ arms tightly. “No one is to go into the forest until further notice. If you have to go around after dark, stay in pairs and send a signal flare if you feel anything’s amiss.”—_

_—The library, Homura reading a book. She looked up, as if just realizing the sky had gone dark. She hurried to the librarian’s desk but the librarian was gone and then the witch was there, the one with the scissors and needles, and Homura ran, ran, but it was close on her heels, gaining, gaining…_

_“If you want the power to save her, you have to go into the forest and make a wish.”_

_“All right. Please, give me the power to save Homura-chan!”_

_And then Madoka saw herself, robes flowing, a wand of red tulips flourishing in her hands and the witch disappeared in a flurry of petals. Homura sat up shakily behind her and Madoka ran to her, clasping her tightly._

_“I’m so glad!” There were tears on her face and Homura still seemed dazed. “I’m so glad I could save you, Homura-chan!”—_

_—They were running desperately through the woods, Homura and Madoka, and there were witches all around them. Madoka’s face was pale and her hands were trembling._

_“Madoka, please stop!” Homura wrapped her hands around Madoka’s. “You can’t do this by yourself anymore. You’ll die!”_

_“It—it’s okay.” Madoka gave her a shaky smile. “I have to save everyone. I won’t fail, Homura-chan. Don’t worry. As long as you’re next to me, I’m sure I can save everyone!”—_

_—The cage opened in front of her and Madoka’s hands clasped around the seed. Homura stood behind her, face scratched and clothes torn. The dark forms of witches rose up behind them, obscuring the moon._

_“You have to make your wish, Madoka!” Kyuubey said. “Hurry, before it’s too late!”_

_“I know.” Madoka closed her hands around the seed as if in reverence._

_“Madoka…” Homura’s face was streaked with tears._

_“It’s all right, Homura-chan,” Madoka said. “I believe in this power. It will all be okay.” She closed her eyes. “I wish…I wish for the power to defeat the witches, and save everyone!”_

_Dark light poured from the seed and the flowers on Madoka’s wand burst into an endless bloom, petals spiraling into the air like a hurricane with Madoka at its center and her wand curved and changed into a bow. An arrow made of flower petals coalesced into her hands and she fired arrows into the heart of the witches surrounding them, again and again and again, until the stars and moon shone down on an empty forest. Only Madoka, Homura and Kyuubey remained._

_“I told you, Homura-chan, you don’t have to wo…rry…” Madoka turned to face Homura and then the thorn branches impaled her straight through the stomach and she fell forward into a pool of blood, flowers withering around her._

_“Madoka!” Homura’s anguished scream split the clearing as she ran to Madoka’s side, collapsing beside her. “Madoka! Madoka!” Homura shook Madoka desperately but Madoka didn’t move, blank eyes staring up sightlessly at the night sky. Tears fell from Homura’s eyes, dirty streaks lining her face. “Madoka…Madoka…”_

_“Ah, it wasn’t enough after all.” Kyuubey walked over to where the seed lay on the ground where Madoka had dropped it. It was pulsing slowly. “We need one more wish.” It looked over at where Homura was bent over Madoka’s body. “Akemi Homura. Do you want that girl back?”_

_“Stay away!” Homura’s voice was sharp and pained. “Madoka…you—you made Madoka…”_

_“We can do that for you,” Kyuubey said, kicking the seed over to her. “All you have to do is change your flower and make a wish. You have the capability to do it as well.”_

_“I do?” Homura sat up sharply. “I could…”_

_“You can make any wish,” Kyuubey said. “Of course, we’ll need your life force to grant it. But that’s a small price to pay for a wish, don’t you think?”_

_“I can make a wish…” Homura repeated fixedly. She stared down at Madoka’s stiff body. “I can…”_

_“Would you like it?” Kyuubey asked. “Would you like the power to grant any wish your life can buy?”_

_“I’ll do it.” Homura stood, wrapping her hands around the seed. “Kyuubey. Give me the power.”_

_Kyuubey’s eyes shone and Homura was engulfed in light. Her body shone and the heather along her wand wilted, died and blew away as anemone flowers began to sprout. Homura opened her eyes._

_“Now it’s all yours. So, Akemi Homura? What is your wish?”_

_“My wish.” Homura clenched her hands around the seed as she stared down at Madoka’s body. “I want to go back.”_

_“What?” Kyuubey’s normally emotionless voice had a clear note of shock in it._

_“I want to go back,” Homura said fiercely. “I want to go back to my and Madoka’s first meeting. I want to be her strength this time. I want to be the one who protects her. I want to be the person who saves Madoka, the way she saved me.”_

_“But that wish will…!” Around them the sky had gone gray and then a strange black fog began to replace it, as if someone was erasing it away. Thorn branches hovered in the air inches from Homura's heart and then froze and inched backwards as if pulled.“Akemi Homura…you’ve set us all into a time loop! You can’t—!”_

_Everything went black, and time reset.—_

_—Madoka saw it again, herself on a train made of dog roses and crocus, walking down the aisle towards and empty train car. Homura stood in the doorway with a smile and took her hand as she came past._

_“Nice to meet you! I’m Akemi Homura, we should be good friends!”—_

_—Homura told everyone to stay out of the forest, but no one listened. When the second year disappeared, her eyes went dark and she clutched Madoka tightly.—_

_—In the library and Madoka took Kyuubey’s offer, and she and Homura fought the witch together and celebrated their victory with smiles and laughter.—_

_—”S-Sayaka-chan?” The witch was there again, Sayaka’s witch, and Madoka backed up in horrified shock. Homura stood behind her, eyes wide._

_“Miki-san!” Homura and Madoka clasped hands desperately and Madoka raised her wand with one shaking hand as the witch approached._

_“Sayaka-chan, please!” Her throat hurt. “Please, it’s us! Please remember!”_

_“She didn’t make her wish in time,” Kyuubey said. “Oh well. You should hurry and make your wish too, Madoka.”—_

_—But there was no time to make a wish and as they fought the witch her wand suddenly began to grow hot and the flowers burned away bit by bit, and all she could see was the horror written on Homura’s face as Madoka’s body twisted and transformed and a mask closed itself over what had been her face—_

_—Reset.—_

_—Again, on the train. Homura’s glasses were gone, her hair loose. She watched Madoka pass her train car and said nothing._

_The train was made of thorns and rhododendron, and only Madoka and Homura noticed.—_

_—There were less students in Protea dorm again and every time a witch took one that student was gone, replaced by thorns and poison apples and Madoka couldn’t remember seeing them in the next loop—_

_—Reset. Reset. Reset.—_

“Homura-chan.” The seed dropped from Madoka’s numb hands and Kyuubey caught it in its mouth.

“Really, it’s been such trouble,” Kyuubey said. “With the loop in place, all our hard work keeps getting reset. We can’t break out at all now unless the witch is set free, and she can’t be set free without one last wish. Your wish.”

“My wish,” Madoka said quietly. Her hands were shaking.

“Because you are the center of Akemi Homura’s wish,” Kyuubey said. “It’s not stable here anymore, you know. The time loop deteriorates more each time. If you don’t make a wish soon, Madoka, it will crumble completely and we’ll all be erased.”

“But—but if I make a wish—”

“You’ll die,” Kyuubey said, calm and pleasant as if discussing the weather. “To save everyone and set the witch free. So, Madoka? Are you ready to make your wish?”

Madoka didn’t answer, biting her lip. 

_Homura-chan…_ It all made sense now. How pained Homura had always seemed around her, why it had felt so natural for Madoka to want to be close to her. _All this time…all this time, you’ve been protecting me. All alone, even though I didn’t remember, you’ve still been protecting me._ She clasped a hand close to her chest. _Always,_ you’ve _been the one trying to help_ me.

“I want to protect you,” she said softly. Madoka stared up at the fathomless darkness above her. “Homura-chan…what can I do to protect you?”

“If you don’t make a wish, the loop will continue,” Kyuubey said. “Because she did make a wish, Akemi Homura does not have the time limit the others do. But it still doesn’t really change things. Eventually her power will go out of control and she’ll be a witch too. And all your friends….you know, with everything so unstable they don’t come back anymore when they die. Already you’ve lost Tomoe Mami forever. Once Homura defeats Sayaka and Kyoko, they’ll be gone on the next loop too. But you can fix that, Madoka. You just need to make a wish.”

Madoka knelt down and took hold of the seed again. It felt small and strangely delicate in her hands and yet there was a heaviness to it, like a grief so enormous one could drown in it.

_"B-because it's sad! It's sad!"_

_"Sad? Why do you feel sad?"_

_"Because the girl never got out of the cage! She was so sad and lonely, and then she...she got buried away where she's probably even more sad and lonely!"_

Madoka’s eyes snapped open.

“Kyuubey,” she said at last. “Give me the power. I have a wish.”

Kyuubey’s eyes shone with triumph and Madoka immediately felt it surge through her, strength pouring back into her veins as her flowers grew brighter and brighter, blooming into white snowdrops that formed a ring around her feet.

“This is my wish,” Madoka said. “The very first wish the witch granted…the very first wish she granted, when she wasn’t a witch, when she was just a girl in cage…that was the wish that set her free.”

“That wish!” All the Kyuubeys seemed to speak at once, echoing through the clearing. “Do you want to reset history itself? If you change that, this school will never be! Even you yourself may never be born. You may never even meet Akemi Homura!”

“You’re wrong,” Madoka said, white power glowing softly around her as the seed crumbled in her hands. “I don’t care if it changes history. I believe in Homura-chan.” She smiled confidently. “No matter what, I believe that Homura-chan and I will definitely meet again. Because Homura-chan is my--”

Thorns pierced her skin, and the light went out. 

—

There was blood trickling down into her eyes and Homura wiped it away with the back of one hand as she landed hard on the forest floor. Two dead flowers fluttered to the ground behind her and Homura heaved herself up slowly on shaking hands. Her wand felt heavy in her hands and the anemone flowers were blossoming and withering in quick succession. She could feel power swirling beneath her skin, so turbulent she could almost see it.

_Not yet. Not yet._ Homura forced herself to be calm as she stumbled a few steps towards the thorn egg where Madoka had disappeared. _I haven’t killed it yet. I can’t die, not until I finish off the witch and save Madoka._

Something suddenly shuddered through the clearing and a gale of wind blew her backwards as the egg burst open, branches and thorns flying everywhere, slicing her skin and clothes. The sky above cycled in colors, black and red and blue and then pure white and thick dark lines appeared across it like writing.

“This—this can’t be—!” Homura steadied herself, staring. She turned around suddenly and behind her she saw the forest slowly disappearing in piecemeal, the tops of the trees breaking off and disappearing into the void. Homura looked back towards where Madoka had gone.

In front of her was a broken cage of thorns and a body surrounded by blood.

_“Madoka!”_ The word tore itself from Homura’s throat and she crossed the clearing with impossible speed, collapsing at Madoka’s side. “No…no…” Homura’s hands shook as she reached for Madoka, tears mingling with blood as they streamed down her face. “Not again. Not again!”

Power was coursing under her veins and Homura reached for her wand.

“Don’t…Homura-chan…don’t….” Madoka’s voice stopped her and Homura froze. Madoka’s eyes were open, bright with pain, and there was blood trickling from the corner of her mouth. Her voice was weak but clear.

“Why?” Homura asked her, her voice strained with grief. “Madoka…I told you not to make a wish! I told you that you were fine the way you are!” Homura choked back a sob. “You’ve always been fine just as you are, so why…why did you…”

“It’s all right,” Madoka told her, one shaking hand resting over Homura’s. “Don’t worry, Homura-chan. It will be okay now. You’ve been working hard all this time for my sake, right? But now you won’t have to be alone anymore. You don’t have to fight alone.”

“I don’t understand,” Homura whispered, clutching at Madoka’s hand. 

“Kaname Madoka has changed history.” There was only one Kyuubey now, its face and body strangely translucent as if it was just on the edge of fading. “This world is rewriting itself in that image.”

“Madoka?” Homura glanced back at Madoka, who gave her a trembling smile.

“I’m sorry I couldn’t do what you wanted me to,” Madoka said, her breathing slow and painful. Around them the trees were disappearing faster and faster, and they were becoming nothing more than two people in a circle of grass surrounded by a white void. “But I wanted to save you too. After all, you’ve saved me so many times…”

“I wanted to protect you,” Homura said. “I-I wanted to be the one to save you!”

“You did,” Madoka said. “You saved me so many times, Homura-chan. Don’t worry. Everything will be all right now. I’m safe.”

“But you don’t know that,” Homura said fiercely. “If-if the world changes completely, then…”

“It’s all right,” Madoka told her. “I know it’s scary, but….but I don’t really feel afraid. Because I believe in us, Homura-chan. I believe that whatever the new world is like, you and I will definitely, definitely meet again. So you don’t have to be sad, Homura-chan.”

“But…” Homura shook her head. The world was getting smaller again, the grass disappearing beneath their bodies.

“I’m sorry to ask you, when you’ve done so much for me. But can you believe in me one more time, Homura-chan?”

“Madoka…” Homura’s hands tightened over Madoka’s and she managed a small, weak smile. “I want to see you again. I want to be with you again!”

“We will,” Madoka promised her. “We’ll meet again, Homura-chan. No matter what the new world is like, I’m sure… I’m sure we’ll see each other again. And this time...”

White enveloped them, and the world reset.

—

_Someone was crying._

_She couldn’t remember the last time she had heard the sound of a human being besides herself. The girl in the cage looked up, peering through the bars._

_A figure appeared through the foliage, a little girl dressed in red with tears streaming down her cheeks._

_“Are you all right?” the girl in the cage asked, and the crying child looked up._

_“Who-who’s there?” the crying girl asked hesitantly._

_“Right here.”_

_The crying girl moved closer to the cage, tears drying as her eyes went wide._

_“Are you in there?” The crying girl pressed a curious hand against the cage._

_“That’s right,” the girl in the cage said. “You’re the first person I’ve seen in a very long time. Why were you crying?”_

_“I’m—I’m lost.” The mention of tears seemed to set the little girl off again. “I was walking with my mommy in the woods and got lost. N-now I can’t find my way back.”_

_“Don’t cry,” the girl in the cage said, because she had always hated to see anyone cry. “Don’t worry, I’m sure you can find your mom again. I’ll help you.”_

_“You’ll help me find her?” the crying girl asked._

_“I’m afraid I can’t leave this cage. But I can still help you. I can grant wishes, you see.”_

_“Wishes?”_

_“Yes. Any wish you can think of. All you have to do is make a wish, and then you’ll see your mom again.”_

_“Oh…” The crying girl looked thoughtful and for a moment the girl in the cage thought she saw a second girl appear in the clearing, a girl with pink ribbons in her hair and a kind smile, who leaned down and whispered in the crying girl’s ear. The crying girl smiled suddenly, as if she’d been told a wonderful secret, and the ribbon girl disappeared._

_“All right then! I’ll make a wish!” The crying girl extended a hand towards the cage. “I wish that you would get out of that cage!”_

_“Wh-what?” Her power was already blossoming around her and the bars were turning to leaves and dying away. “But—but I thought--”_

_“Mommy always said that when you’re lost in a scary place and you run into someone else, the best thing to do is to stay together!” the crying girl said. “Now we can go find my mommy together.”_

_Sun shone through the leaves, and the girl that was no longer in a cage took the crying girl’s hand._

—

Madoka stood on the train platform, shifting from foot to foot as her hands tightly grasped her wand. It was hard to believe that she was here at all. Her mother and her friends had assured her time and time again that she was definitely a good enough mage to gain acceptance into Snowdrop Academy but she still hadn’t quite believed it until she’d had her acceptance letter in her hands.

Madoka fiddled absently with the white clover wrapped around her wand as she stepped onto the train. She’d been to Snowdrop only once before when she was very young, when her mother had brought her along on a visit to her old school. It had been an amazing building, all white stone and flowers surrounded by a lush green forest that made her feel somehow safe and warm. The strangest thing, though, was that when she’d been there she’d had a feeling as if there was something she had lost or left behind, and that she could only find it if she came back someday. When she’d mentioned it to her mom she’d almost expected to be told how silly that was, but her mother had only smiled gently and patted her shoulder and said that Madoka would just have to keep working her hardest and she’d definitely be back someday.

The train was bustling with students already, some of whom she recognized from her own junior academy and others from different schools all around the country. Most of the train cars were already full and Madoka nervously wandered about looking for a place to sit. Sayaka and Kyoko were running late and Hitomi was being driven by her parents, so Madoka was the first one on the train.

She started to pass one door and then paused, reaching for the door handle as if drawn by an unseen force. Her hands barely touched the door and it swung open, revealing a single occupant.

A girl with black hair adorned with a single pink ribbon looked up, a wand decorated with forget-me-nots in her hand.

“Oh, I’m sorry, I didn’t know anyone was in this car.” Madoka stepped back for a moment as if to leave and then stopped. The girl stared up at her and for a moment their eyes met.

Something seemed to run through Madoka’s body, like a spark had been set off somewhere. She stepped forward and extended her hand.

“Is-is it okay if I sit here? I’m Kaname Madoka.”

There was an emotion she couldn’t name shining in the other girl’s eyes and Madoka wondered if she had felt the same thing.

“I’m Akemi Homura.”

Homura took Madoka’s hand, and suddenly Madoka felt as if she'd found what she was missing at last.


End file.
